Obligation Coverstro 1% ( XS1377763161 ) en EUR

Coverstro

100 % ▼

Allemagne

XS1377763161 ( en EUR )

1% par an ( paiement annuel )

06/10/2021 - Obligation échue

Prospectus brochure de l'obligation Covestro XS1377763161 en EUR 1%, échue

1 000 EUR

500 000 000 EUR

Covestro est une entreprise mondiale de matériaux innovants, spécialisée dans les polyuréthanes, les polycarbonates, et autres produits chimiques de spécialité, utilisés dans divers secteurs comme l'automobile, la construction et les produits de consommation.

L'Obligation émise par Coverstro ( Allemagne ) , en EUR, avec le code ISIN XS1377763161, paye un coupon de 1% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 06/10/2021

Base Prospectus, March 15, 2019
This document constitutes a base prospectus for the purposes of Art. 5(4) of Directive 2003/71/EC of the European Parliament and of the Council of
November 4, 2003, as amended or superseded (the "Prospectus Directive") relating to issues of non-equity securities ("Non-Equity Securities")
within the meaning of Article 22 No. 6(4) of Commission Regulation (EC) No. 809/2004 of April 29, 2004, as amended (the "Prospectus Regulation")
under the Programme (as defined below) by Covestro AG.
COVESTRO AG
(incorporated as a stock corporation (Aktiengesellschaft) in the Federal Republic of Germany)
EUR 5,000,000,000 Debt Issuance Programme
Under this base prospectus (together with any documents incorporated by reference therein, the "Base Prospectus"), Covestro AG
(the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue unsubordinated
bearer notes in a minimum denomination of EUR 1,000 per Note (together the "Notes"). The aggregate principal amount of Notes
issued under the Debt Issuance Programme described in this Base Prospectus (the "Programme") outstanding will not at any time
exceed EUR 5,000,000,000 (or the equivalent in other currencies). The principal amount of the Notes, the issue currency, the interest
payable in respect of the Notes, the issue prices and maturities of the Notes and all other terms and conditions which are applicable
to a particular Series and, if applicable, Tranche of Notes (each term as defined below, see "General description of the Programme")
will be set out in the document containing the final terms (each "Final Terms") within the meaning of Art. 26(5) of the Prospectus
Regulation.
The Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand Duchy of Luxembourg in its capacity as competent
authority (the "Competent Authority") under the Prospectus Directive has approved this Base Prospectus as a base prospectus within
the meaning of Art. 5(4) of the Prospectus Directive pursuant to article 7 of the Luxembourg act relating to prospectuses for securities
(loi relative aux prospectus pour valeurs mobilières) dated July 10, 2005, as amended, which implements the Prospectus Directive
into Luxembourg law (the "Luxembourg Prospectus Law"). By approving this Base Prospectus, CSSF gives no undertaking as to
the economic and financial soundness of the operation or the quality or solvency of the Issuer.
The Issuer has requested the CSSF to provide the competent authorities in the Federal Republic of Germany ("Germany"), the
Republic of Austria ("Austria") and The Netherlands with a certificate of approval attesting that this Base Prospectus has been drawn
up in accordance with the Luxembourg Prospectus Law. The Issuer may request the CSSF to provide competent authorities in
additional host member states within the European Economic Area with such notification.
Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be listed on the official
list of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's
regulated market "Bourse de Luxembourg", appearing on the list of regulated markets issued by the European Commission. The
Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments
Directive 2014/65/EU (as amended,"MiFID II"). However, Notes may be listed on any other stock exchange or may be unlisted as
specified in the relevant Final Terms.
Each Tranche of Notes will be represented on issue by a temporary global note (each a "Temporary Global Note"). Interests in a
Temporary Global Note will be exchangeable, in whole or in part, for interest in a permanent global note (each a "Permanent Global
Note") on or after the date 40 days after the later of the commencement of the offering and the relevant issue date (the "Exchange
Date"), upon certification as to non-U.S. beneficial ownership. The Notes are intended to be held in a manner which would allow
Eurosystem eligibility. Therefore, the Global Notes will be deposited on the issue date either (i) in classical global note form with
Clearstream Banking AG, Frankfurt am Main ("Clearstream, Frankfurt") or (ii) in new global note form with a common safekeeper
for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg"). It does not necessarily
mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the
Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem
eligibility criteria applicable from time to time.
This Base Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu). This
Base Prospectus is valid for a period of twelve months after its approval.
Arranger
Deutsche Bank
Dealers
BofA Merrill Lynch
Citigroup
Deutsche Bank
J.P. Morgan
Société Générale Corporate & Investment Banking
UniCredit Bank

NOTICE
Covestro AG ("Covestro AG" or the "Issuer", together with its consolidated subsidiaries, "Covestro Group" or the
"Group") with its registered office in Leverkusen, Germany accepts responsibility for the information given in this
Base Prospectus and for the information which will be contained in the Final Terms.
The Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information
contained in this Base Prospectus for which it is responsible is, to the best of its knowledge, in accordance with the
facts and contains no omission likely to affect its import.
This Base Prospectus is to be read in conjunction with those pages of the documents which are incorporated herein
by reference (see "Documents Incorporated by Reference" below).
No person has been authorised to give any information or to make any representation other than those contained in
this Base Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer or the Arranger or any Dealer (as
defined in "General Description of the Programme"). Neither the delivery of this Base Prospectus nor any sale made
in connection herewith shall, under any circumstances, create any implication that there has been no change in the
affairs of the Issuer since the date hereof or the date upon which this Base Prospectus has been most recently
supplemented or that there has been no adverse change in the financial position of the Issuer since the date hereof or
the date upon which this Base Prospectus has been most recently supplemented or that any other information supplied
in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted
by law. Persons into whose possession this Base Prospectus comes are required by the Issuer, the Arranger and the
Dealer to inform themselves about and to observe any such restriction. The Notes have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory
authority of any state or other jurisdiction of the United States. The Notes will be issued in bearer form and are
subject to certain U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered
within the United States or to, or for the account or benefit of, any U.S. person. The term "U.S. person" has the
meaning ascribed to it in Regulation S under the Securities Act ("Regulation S") and the U.S. Internal Revenue Code
of 1986, as amended (the "Code") and regulations thereunder. The Notes are being offered and sold outside the
United States to non-U.S. persons pursuant to Regulation S and may not be legally or beneficially owned at any time
by any U.S. person. For a description of certain restrictions on offers and sales of Notes and on distribution of this
Base Prospectus, see "Subscription and Sale - Selling Restrictions".
Neither this Base Prospectus nor any supplement(s) thereto nor any Final Terms may be used for the purpose
of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or
to any person to whom it is unlawful to make such an offer or solicitation.
Neither this Base Prospectus nor any supplement(s) thereto nor the Final Terms constitute an offer or an invitation
to subscribe for or purchase any Notes and should not be considered as a recommendation by the Issuer or any Dealer
that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase any Notes. Each
recipient of this Base Prospectus or the Final Terms shall be taken to have made its own investigation and appraisal
of the condition (financial or otherwise) of the Issuer.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes will
include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect
of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering,
selling or recommending the Notes (a "distributor") should take into consideration the target market assessment;
however, a distributor subject to Directive 2014/65/EU (as amended, "MiFID II") is responsible for undertaking its
own target market assessment in respect of the Notes (by either adopting or refining the target market assessment)
and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer
subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the
Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance
Rules.
2

PRIIPs / IMPORTANT EEA RETAIL INVESTORS  If the Final Terms in respect of any Notes include a
legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered, sold or
otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available
to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive
2016/97/EU (as amended the "Insurance Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in
the Prospectus Directive. Consequently, no key information document required by Regulation (EU) No 1286/2014
(the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors
in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the EEA may be unlawful under the PRIIPs Regulation.
BENCHMARK REGULATION - STATEMENT IN RELATION TO ADMINISTRATOR'S
REGISTRATION Amounts payable under floating rate Notes issued under the Programme are calculated by
reference to (i) the Euro Interbank Offered Rate ("EURIBOR") which is provided by the European Money Markets
Institute ("EMMI") or (ii) the London Interbank Offered Rate ("LIBOR") which is provided by the ICE Benchmark
Administration Limited ("IBA"). As at the date of this Base Prospectus, EMMI does not appear on the register of
administrators and benchmarks established and maintained by the European Securities and Markets Authority
("ESMA") pursuant to Article 36 of the Benchmark Regulation (Regulation (EU) 2016/1011) (the "Benchmark
Regulation") while IBA has been included therein as of 30 April 2018. As far as the Issuer is aware, the transitional
provisions in Article 51 of the Benchmark Regulation apply, such that EMMI is not currently required to obtain
authorisation or registration (or, if located outside the European Union, recognition, endorsement or equivalence).
The Arranger and the Dealers have not separately verified the information contained in this Base Prospectus. Neither
the Arranger nor any of the Dealers makes any representation, expressly or implied, or accepts any responsibility,
with respect to the accuracy or completeness of any information contained in this Base Prospectus. Neither this Base
Prospectus nor any other financial statements are intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation by the Issuer, the Arranger or the Dealers that any recipient of this
Base Prospectus or any other financial statements should purchase the Notes. Each potential purchaser of Notes
should determine for itself the relevance of the information contained in this Base Prospectus and its purchase of
Notes should be based upon such investigation as it deems necessary. None of the Arranger or the Dealers undertakes
to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Base
Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the attention of
any of the Dealers or the Arranger.
This Base Prospectus may only be used for the purpose for which it has been published.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this
Base Prospectus. This Base Prospectus identifies in general terms certain information that a prospective investor
should consider prior to making an investment in the Notes. However, a prospective investor should conduct its own
thorough analysis (including its own accounting, legal and tax analysis) prior to deciding whether to invest in any
Notes issued under the Programme as any evaluation of the suitability for an investor of an investment in Notes
issued under the Programme depends upon a prospective investor's particular financial and other circumstances, as
well as on specific terms of the relevant Notes and, if it does not have experience in financial, business and investment
matters sufficient to permit it to make such a determination, it should consult its financial adviser prior to deciding
to make an investment on the suitability of any Notes.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR DEALERS (IF
ANY) ACTING AS STABILISATION MANAGER(S) (OR A PERSON ACTING ON BEHALF OF ANY
STABILISATION MANAGER(S)) IN THE APPLICABLE FINAL TERMS MAY OVER-ALLOT NOTES
OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE
NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER,
STABILISATION MAY NOT NECESSARILY OCCUR. ANY STABILISATION ACTION MAY BEGIN ON
OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE
OFFER OF THE RELEVANT TRANCHE OF NOTES IS MADE AND, IF BEGUN, MAY CEASE AT ANY
TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE
ISSUE DATE OF THE RELEVANT TRANCHE OF NOTES AND 60 CALENDAR DAYS AFTER THE
DATE OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF NOTES. ANY STABILISATION
ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE RELEVANT STABILISATION
3

MANAGER(S) (OR PERSON(S) ACTING ON BEHALF OF ANY STABILISATION MANAGER(S)) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
This Base Prospectus contains assessments of market data and information derived therefrom which could not be
obtained from any independent sources. Such information is based on the Issuer's own internal assessments and may
therefore deviate from the assessments of competitors of the Group or future statistics by independent sources. As
regards the market positions of the Covestro Group, the Group's own estimations are mainly based on company data,
which either is derived from information by competitors or from data provided by independent research companies.
For the avoidance of doubt the content of any website referred to in the Base Prospectus does not form part of this
Base Prospectus.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "CHF" are to the
currency of Switzerland, references to "EUR", "euro" and "Euro" are to the currency introduced at the third stage of
European economic and monetary union pursuant to the Treaty establishing the European Community as amended
by the Treaty on European Union, references to "Sterling" and "£" are to the currency of the United Kingdom and
references to "US$", "USD" and "U.S. dollars" are to the currency of the United States.
FORWARD-LOOKING STATEMENTS
This Base Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that
does not relate to historical facts and events. They are based on analyses or forecasts of future results and estimates
of amounts not yet determinable or foreseeable. These forward-looking statements are identified by the use of terms
and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict",
"project", "will" and similar terms and phrases, including references and assumptions. This applies, in particular, to
statements in this Base Prospectus containing information on future earning capacity, plans and expectations
regarding the Group's business and management, its growth and profitability, and general economic and regulatory
conditions and other factors that affect it.
Forward-looking statements in this Base Prospectus are based on current estimates and assumptions that the Issuer
makes to the best of its present knowledge. These forward-looking statements are subject to risks, uncertainties and
other factors, which could cause actual results, including Group's financial condition and results of operations, to
differ materially from and be worse than results that have expressly or implicitly been assumed or described in these
forward-looking statements. Group's business is also subject to a number of risks and uncertainties that could cause
a forward-looking statement, estimate or prediction in this Base Prospectus to become inaccurate. Accordingly,
investors are strongly advised to read the following sections of this Base Prospectus: "Summary" and "Description
of Covestro AG and the Covestro Group". These sections include more detailed descriptions of factors that might
have an impact on Group's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Base Prospectus may not occur.
In addition, neither the Issuer nor the Dealers assume any obligation, except as required by law, to update any
forward-looking statement or to conform these forward-looking statements to actual events or developments.
4

TABLE OF CONTENTS
Page
SUMMARY ....................................................................................................................................................... 6
GERMAN TRANSLATION OF THE SUMMARY .........................................................................................21
RISK FACTORS ...............................................................................................................................................38
GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................................62
ISSUE PROCEDURES .....................................................................................................................................65
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................67
USE OF PROCEEDS ......................................................................................................................................126
DESCRIPTION OF COVESTRO AG AND THE COVESTRO GROUP ......................................................127
TAXATION .....................................................................................................................................................157
SUBSCRIPTION AND SALE ........................................................................................................................167
FORM OF FINAL TERMS .............................................................................................................................170
GENERAL INFORMATION ..........................................................................................................................190
DOCUMENT INCORPORATED BY REFERENCE .....................................................................................192
5

SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections
A E (A.1 E.7).
This summary (the "Summary") contains all the Elements required to be included in a summary for this type of
Notes and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering
sequence of the Elements.
Even though an Element may be required to be inserted in the Summary because of the type of Notes and the Issuer,
it is possible that no relevant information can be given regarding the Element. In this case, a short description of the
Element is included in the Summary with the mention of "not applicable".
[The Summary contains options, characterised by square brackets (other than the respective translations of specific
legal terms), and placeholders regarding the Notes to be issued under the Programme. The summary of the individual
issue of Notes will include the options relevant to this issue of Notes as determined by the applicable Final Terms
and will contain the information, which had been left blank, as completed by the applicable Final Terms.]1
Element
Section A Introduction and warnings
A.1
Warning that:
This Summary should be read as an introduction to the Base Prospectus.
Any decision to invest in the Notes should be based on consideration of the Base Prospectus as a whole by
the investor.
Where a claim relating to the information contained in the Base Prospectus is brought before a court, the
plaintiff investor might, under the national legislation of the Member States, have to bear the costs of
translating the Base Prospectus, before the legal proceedings are initiated.
Civil liability attaches only to the Issuer who has tabled the Summary including any translation thereof, but
only if the Summary is misleading, inaccurate or inconsistent when read together with the other parts of the
Base Prospectus or it does not provide, when read together with the other parts of the Base Prospectus, key
information in order to aid investors when considering whether to invest in the Notes.
A.2
Consent to the use of the Base Prospectus:
[Each Dealer and/or each further financial intermediary subsequently reselling or finally placing the Notes
in [the Grand Duchy of Luxembourg] [,] [and] [the Federal Republic of Germany] [,] [and] [the Republic of
Austria] [and] [The Netherlands] is entitled to use the Base Prospectus for the subsequent resale or final
placement of the Notes during the offer period for the subsequent resale or final placement of the Notes
from [] to [], provided however, that the Base Prospectus is still valid in accordance with Article 11 Sec.
2 of the Luxembourg Law relating to prospectuses for securities (Loi relative aux prospectus pour valeurs
mobilières) which implements Directive 2003/71/EC of the European Parliament and of the Council of
November 4, 2003 (as amended by Directive 2010/73/EU of the European Parliament and of the Council of
November 24, 2010).
The Base Prospectus may only be delivered to potential investors together with all supplements published
before such delivery. Any supplement to the Base Prospectus is available for viewing in electronic form on
the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the website of the Covestro Group
(www.covestro.com).
When using the Base Prospectus, each Dealer and/or relevant further financial intermediary must make
certain that it complies with all applicable laws and regulations in force in the respective jurisdictions.
In the event of an offer being made by a Dealer and/or a further financial intermediary, the Dealer
and/or the further financial intermediary shall provide information to investors on the terms and
conditions of the Notes at the time of the offer.]
[Not applicable. No consent has been given.]
1 This paragraph will be deleted in the issue-specific summary.
6

Element
Section B Issuer
B.1
Legal and commercial name
Covestro AG (together with its consolidated subsidiaries,
"Covestro Group" or the "Group").
B.2
Domicile / Legal form / Legislation /
Covestro AG is a stock corporation (Aktiengesellschaft)
Country of incorporation
established and operating under German law and incorporated
in the Federal Republic of Germany. Covestro AG is registered
with the commercial register at the local court (Amtsgericht) in
Cologne under HRB 85281 and conducts its business under the
commercial name "Covestro". The registered seat (Sitz) and
business address of Covestro AG is at Kaiser-Wilhelm-Allee
60, 51373 Leverkusen, Germany.
B.4b
Known trends affecting the Issuer and the General economic trends worldwide and, in particular, in the
industries in which it operates
geographic regions Europe, Middle East, Africa and Latin
America ("EMLA"), Asia and Pacific ("APAC") and United
States, Canada and Mexico ("NAFTA") in which the Group
operates, are a key factor affecting the Group's results of
operations given that their effect on the industries in which the
Group's direct and indirect customers operate impacts demand
for the Group's products. Negative economic developments
usually result in decreases in the Group's sales volume and
negatively impact the Group's results of operations.
The Group's results of operations are also affected by the
dynamics between supply and demand which have an impact
on capacity utilization rates in the industry. Supply is primarily
driven by the production capacity available in the industry.
Decreases in demand and sales volume, respectively,
eventually lead to decreases in capacity utilization, which
negatively impact margins due to the high fixed cost base in
the polymer industry and due to decreasing selling prices.
When increases in capacity outpace growth in demand, prices
tend to decline. On the other hand, when growth in demand
outpaces increases in capacity, prices can be expected to rise.
Raw materials constitute a large proportion of the Group's total
production costs. The Group's primary raw materials are
petrochemical derivatives such as benzene, phenol propylene
oxide, toluene, acetone and hexamethylenediamine ("HDA").
Fluctuations in the prices of raw materials can have a material
effect on the Group's results of operations.
In the fiscal year ended December 31, 2018 exchange rate
movements had a negative effect of 3.0% on the Group's sales.
B.5
Description of the group and the Issuer's
Covestro AG acts as a holding company and as parent company
position within the group
of Covestro Group. The following diagram sets forth a
summary (in simplified form) of the Covestro Group:
7

Covestro AG
(Germany)
Covestro
Deutschland AG
(formerly: Bayer
MaterialScience AG)
(Germany)
Covestro Polymers
MS Holding B.V.
(China) Co., Limited
(The Netherlands)
(China)
MS Global AG
Covestro LLC
(Switzerland)
(U.S.A.)
Covestro Far East
(Hong Kong) Limited
(Hong Kong, China)
Covestro GmbH
Covestro PO LLC
(Germany)
(U.S.A.)
Covestro (Hong Kong)
Limited
(Hong Kong, China)
99.99%
Covestro NV
(Belgium)
0.10%
Covestro
0.10%
Covestro (Thailand)
International SA
Co., Limited
99.80%
(Switzerland)
(Thailand)
EMILA
NAFTA
APAC
B.9
Profit forecast or estimate
Not applicable. No profit forecast or estimate is made.
B.10
Nature of any qualifications in the audit
Not applicable. The audit report does not include any
report on historical financial information
qualifications.
B.12
Selected historical key financial information
Consolidated Income Statement
Financial year ended December, 31
2018
2017(1)
(amounts in EUR million; earnings per
share in EUR)
(audited)
Net sales
14,616
14,138
Gross profit
4,698
4,830
EBIT(2)
2,580
2,808
Financial result
(104)
(150)
Income before income taxes
2,476
2,658
Income after income taxes
1,829
2,017
Basic earnings per share(3)
9.46
9.93
Diluted earnings per share(3)
9.46
9.93
(1) The Covestro Group has initially applied the new standards IFRS 9 and IFRS 15 effective January 1, 2018. Figures for financial year
ended December 31, 2017 have not been restated, see Note 2 to the Consolidated Financial Statements in the 2018 Annual Report.
(2) EBIT = income after income taxes plus financial result and income tax expense.
(3) Weighted average number of outstanding no-par voting shares of Covestro AG in issue: 192,768,826 (previous year: 202,396,416).
8

Consolidated Statement of Financial Position
As of December 31, 2018
As of December 31, 2017(1)
(amounts in EUR million)
(audited)
Noncurrent assets
5,801
5,606
Current assets
5,283
5,735
Total assets
11,084
11,341
Equity
5,375
5,365
Equity attributable to Covestro AG
5,342
5,335
stockholders
Noncurrent liabilities(2)
3,126
2,885
Current liabilities(2)
2,583
3,091
Total equity and liabilities
11,084
11,341
(1) The Covestro Group has initially applied the new standards IFRS 9 and IFRS 15 effective January 1, 2018. Figures for financial year
ended December 31, 2017 have not been restated, see Note 2 to the Consolidated Financial Statements in the 2018 Annual Report.
(2) As of December 31, 2018, contain the contract assets and contract liabilities/refund liabilities respectively, resulting from IFRS 15.
Trend information
There has been no material adverse change in the prospects of Covestro AG since the date of the last
published audited consolidated financial statements as of and for the financial year ended December 31,
2018.
Significant change in the financial and trading position
Not applicable. There has been no significant change in the financial or trading position of Covestro AG
since the last consolidated financial statements as of and for the financial year ended December 31, 2018.
B.13
Recent Events
Not applicable. There are no recent events particular to the
Issuer which are to a material extent relevant to the
evaluation of its solvency.
B.14.
Statement of dependency upon other entities
Not applicable. Covestro AG is the parent company of the
within the group
Covestro Group and not dependent upon other entities
within Covestro Group. See Element B.5 above.
B.15
Principal activities
Based on its internal market analysis, the Group considers
itself one of the world's leading providers of high-tech
material solutions. Its activities comprise the production
and supply of raw materials for polyurethanes,
polycarbonate resins and sheets, and raw materials for
coatings, adhesives and sealants, as well as selected
chemical intermediates. The Group's product portfolio also
includes niche products such as thermoplastic
polyurethanes ("TPU"), polycarbonate- and TPU-based
films, hot cast elastomers and other products tailored to
textile, cosmetic and medical applications. The Group has
a strong track record of process and product innovation as
well as close customer relationships that underpin its
tradition of developing market-driven solutions. The
products manufactured by the Group are processed by
customers to create products used in various end markets,
including, in particular, automotive/transport, construction,
wood/furniture,
electrical/electronics,
sports/leisure,
cosmetics, health, and chemicals.
The Group benefits from a well-invested asset base with
what it believes is leading process technology and a total
nameplate production capacity of 5,000 metric kilotons
("kt") of core products in its Polyurethanes and
9

Polycarbonates business units, including eight world-scale
production sites across Europe, the United States and Asia.
The Group's selectively backward integrated production
process is aimed at sourcing critical raw materials such as
chlorine, propylene oxide and other feedstock internally or
through joint ventures, thereby reducing its dependency on
external sourcing.
The Group's business combines the benefits of
standardized products and customized high-value
solutions, which aim to meet the needs of customers as they
confront fundamental macro trends such as climate change,
increasing mobility, population growth and increasing
urbanization. The Group believes that it is well-positioned
to capture industry growth driven by such trends due to its
competitive advantages. According to the internal market
analysis of the Group, the industry is expected to grow due
to favourable demand trends over the next five years.
B.16
Major shareholders
On the basis of the notifications received by Covestro AG
as of the date of this Base Prospectus in accordance with
the
German
Securities
Trading
Act
(Wertpapierhandelsgesetz - WpHG) and pursuant to
information provided by the respective shareholders, the
following shareholders directly or indirectly hold more
than 3 per cent. of Covestro AG's ordinary shares. The
percentage values shown in the table below are based on
the amount of voting rights last notified to Covestro AG
with regard to the stated reference date by the respective
shareholder pursuant to Sections 33 et seqq. WpHG
(without taking into account voting rights attached to
financial instruments) in relation to Covestro AG's share
capital as of the date of this Base Prospectus. It should be
noted that the number of voting rights last notified could
have changed since such notifications were submitted to
Covestro AG without requiring the relevant shareholder to
submit a corresponding voting rights notification if no
notifiable thresholds have been reached or crossed:
Actual
(direct
or
indirect) ownership of
Covestro AG
Shareholder
Share of voting rights
Allianz Global Investors 5,853,973 voting rights
GmbH
(3.20%)
13,791,540 voting rights
Bayer AG
(7.54%)
11,667,113 voting rights
BlackRock Inc.
(6.38%)
5,582,625 voting rights
Norges Bank
(3.05%)
36,895,251 voting rights
Total
(20.16%)
10