e20vf
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
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OR
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31,
2010
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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OR
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of event requiring this
shell company report
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For the transition period
from to
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Commission file number:
1-14251
SAP AG
(Exact name of Registrant as
specified in its charter)
SAP CORPORATION
(Translation of
Registrants name into English)
Federal Republic of
Germany
(Jurisdiction of incorporation
or organization)
Dietmar-Hopp-Allee 16
69190 Walldorf
Federal Republic of
Germany
(Address of principal executive
offices)
Wendy Boufford
c/o SAP
Labs
3410 Hillview Avenue, Palo Alto,
CA, 94304, United States of America
650-849-4000
(Tel)
650-849-2650
(Fax)
(Name, Telephone, Email and/or
Facsimile number and Address of Company Contact
Person)
Securities registered or to be
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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American Depositary Shares, each Representing
one Ordinary Share, without nominal value
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New York Stock Exchange
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Ordinary Shares, without nominal value
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New York Stock Exchange*
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Securities
registered or to be registered pursuant to Section 12(g) of
the Act: None
Securities for which there is a
reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate
the number of outstanding shares of each of the issuers
classes of capital or common stock as of the close of the period
covered by the annual report:
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Ordinary Shares, without nominal value: (as of December 31,
2010)**
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1,226,822,697
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Indicate
by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.
If
this report is an annual or transition report, indicate by check
mark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934.
Note
Checking the box above will not relieve any registrant required
to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 from their obligations under
those Sections.
Indicate
by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted
electronically and posted on its Web site, if any, every
Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
(§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant
was required to submit and post such files.)
Indicate
by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and
smaller reporting company in Rule
12b-2 of the
Exchange Act. (Check one):
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Large
accelerated
filer þ
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller Reporting
company o
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(Do not check if a smaller
reporting company)
Indicate
by check mark which basis of accounting the registrant has used
to prepare the financial statements included in this filing:
U.S.
GAAP o International
Financial Reporting Standards as issued by the International
Accounting Standards
Board þ Other o
If
Other has been checked in response to the previous
question, indicate by check mark which financial statement item
the registrant has elected to follow.
If
this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in
Rule 12b-2
of the Exchange Act).
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*
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Listed not for trading or quotation
purposes, but only in connection with the registration of
American Depositary Shares representing such ordinary shares
pursuant to the requirements of the Securities and Exchange
Commission.
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** Including 39,166,641
treasury shares.
Table
of Contents
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ii
INTRODUCTION
SAP AG is a German stock corporation (Aktiengesellschaft) and is
referred to in this report, together with its subsidiaries, as
SAP, or as Company, Group,
we, our, or us. Our
Consolidated Financial Statements included in
Item 18. Financial Statements in this report
have been prepared in accordance with International Financial
Reporting Standards as issued by the International Accounting
Standards Board, referred to as IFRS throughout this report.
In this report: (i) references to US$,
$, or dollars are to U.S. dollars;
(ii) references to or
euro are to the euro. Our financial statements are
denominated in euros, which is the currency of our home country,
Germany. Certain amounts that appear in this report may not add
up because of differences due to rounding.
Unless otherwise specified herein, euro financial data have been
converted into dollars at the noon buying rate in New York City
for cable transfers in foreign currencies as certified for
customs purposes by the Federal Reserve Bank of New York
(the Noon Buying Rate) on December 30, 2010,
which was US$1.3269 per 1.00. No representation is made
that such euro amounts actually represent such dollar amounts or
that such euro amounts could have been or can be converted into
dollars at that or any other exchange rate on such date or on
any other date. The rate used for the convenience translations
also differs from the currency exchange rates used for the
preparation of the Consolidated Financial Statements. This
convenience translation is not a requirement under IFRS and,
accordingly, our independent registered public accounting firm
has not audited these US$ amounts. For information regarding
recent rates of exchange between euro and dollars, see
Item 3. Key Information Exchange
Rates. On March 3, 2011, the Noon Buying Rate for
converting euro to dollars was US$1.3947 per 1.00.
Unless the context otherwise requires, references in this report
to ordinary shares are to SAP AGs ordinary shares, without
nominal value. References in this report to ADRs are
to SAP AGs American Depositary Receipts, each representing
one SAP ordinary share.
SAP, R/3, SAP NetWeaver, Duet, PartnerEdge, ByDesign, SAP
BusinessObjects Explorer, StreamWork, and other SAP products and
services mentioned herein as well as their respective logos are
trademarks or registered trademarks of SAP AG in Germany and
other countries. Business Objects and the Business Objects logo,
BusinessObjects, Crystal Reports, Crystal Decisions, Web
Intelligence, Xcelsius, and other Business Objects products and
services mentioned herein as well as their respective logos are
trademarks or registered trademarks of Business Objects Software
Ltd. Business Objects is an SAP company. Sybase and Adaptive
Server, iAnywhere, Sybase 365, SQL Anywhere and other Sybase
products and services mentioned herein as well as their
respective logos are trademarks or registered trademarks of
Sybase, Inc. Sybase is an SAP company. All other product and
service names mentioned are the trademarks of their respective
companies. Data contained in this document serves informational
purposes only. National product specifications may vary.
Throughout this report, whenever a reference is made to our
website, such reference does not incorporate by reference into
this report the information contained on our website.
We intend to make this report and other periodic reports
publicly available on our Web site (www.sap.com) without charge
immediately following our filing with the U.S. Securities
and Exchange Commission (SEC). We assume no obligation to update
or revise any part of this report, whether as a result of new
information, future events or otherwise, unless we are required
to do so by law.
1
FORWARD-LOOKING
STATEMENTS
This report contains forward-looking statements and information
based on the beliefs of, and assumptions made by, our management
using information currently available to them. Any statements
contained in this report that are not historical facts are
forward-looking statements as defined in the U.S. Private
Securities Litigation Reform Act of 1995. We have based these
forward-looking statements on our current expectations,
assumptions, and projections about future conditions and events.
As a result, our forward-looking statements and information are
subject to uncertainties and risks. A broad range of
uncertainties and risks, many of which are beyond our control,
could cause our actual results and performance to differ
materially from any projections expressed in or implied by our
forward-looking statements. The uncertainties and risks include,
but are not limited to:
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Third parties may claim we infringe their intellectual property
rights; that could result in damages being awarded against us
and limit our ability to utilize certain technologies in the
future.
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Claims and lawsuits against us may have adverse outcomes.
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The uncertainty in the global economy and in political
conditions has negatively impacted our business, financial
position, profit, and cash flows, and may continue to do so in
the future.
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If our established customers do not buy additional software
products, renew maintenance agreements, or purchase additional
professional services, our business, financial position, profit,
or cash flows could be negatively impacted.
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Undetected security flaws in our software may be exploited by
other persons, damaging SAP or our customers.
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We might not acquire and integrate companies effectively or
successfully and our strategic alliances might not be successful.
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We may not be able to prevent unauthorized disclosure of our
future strategies, technologies, and products, or of information
that is subject to data protection or privacy law, and such
disclosure may harm our business.
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Our IT security measures may be breached or compromised, and we
may sustain unplanned IT system unavailability.
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We may be subject to attacks that degrade or deny our
users access to our products and services or result in
theft or misuse of intellectual property and confidential data.
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We may not be able to obtain adequate title to or licenses in,
or to enforce, intellectual property.
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We use technologies under license from third parties. The loss
of the right to use technologies could delay implementation of
our products or force us to pay higher license fees.
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Our revenue mix may vary and may negatively impact our profit
margins.
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An economic downturn may impact our liquidity and increase the
default risk associated with and the valuation of our financial
assets and trade receivables.
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Our international business activities subject us to different
regulatory requirements in different countries and to economic
and other risks that could harm our business, financial
position, profit, or cash flows.
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If we do not effectively manage our geographically dispersed
workforce, our business may not operate efficiently, and this
could have a negative impact on our profit.
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If we are unable to attract and retain management and employees
with specialized knowledge and technology skills, we may not be
able to manage
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our operations effectively or develop successful new products
and services.
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Implementation of SAP software often involves a significant
commitment of resources by our customers and is subject to a
number of significant risks over which we often have no control.
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Corporate governance laws and regulatory requirements in
Germany, the United States, and elsewhere have become much more
onerous.
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Managements use of estimates may affect our profit and
financial position.
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Current and future accounting pronouncements and other financial
reporting standards, especially but not only concerning revenue
recognition, may adversely affect the financial results we
present.
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We may not be able to protect our critical information or assets
or safeguard our business operations against disruption.
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We describe these and other risks and uncertainties in the Risk
Factors section.
If one or more of these uncertainties or risks materializes, or
if managements underlying assumptions prove incorrect, our
actual results could differ materially from those described in
or inferred from our forward-looking statements and information.
The words aim, anticipate,
assume, believe, continue,
could, counting on, is
confident, estimate, expect,
forecast, guidance, intend,
may, outlook, plan,
project, predict, seek,
should, strategy, want,
will, would, and similar expressions as
they relate to us are intended to identify such forward-looking
statements. Such statements include, for example, those made in
the Operating Results section, our quantitative and qualitative
disclosures about market risk pursuant to the International
Financial Reporting Standards (IFRS), namely IFRS 7 and related
statements in our Notes to the Consolidated Financial
Statements, the Risk Factors section, our outlook and other
forward-looking
information appearing in other parts of this report. To fully
consider the factors that could affect our future financial
results both our Annual Report and Annual Report on
Form 20-F
should be considered, as well as all of our other filings with
the Securities and Exchange Commission (SEC). Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date specified or the
date of this report. Except where legally required, we undertake
no obligation to publicly update or revise any forward-looking
statements as a result of new information that we receive about
conditions that existed upon issuance of this report, future
events, or otherwise unless we are required to do so by law.
This report includes statistical data about the IT industry that
comes from information published by sources including Gartner,
Inc., or Gartner, a provider of market information and strategic
information for the IT industry; International Data Group, or
IDC, a provider of market information and advisory services for
the information technology, telecommunications, and consumer
technology markets; investment bank Goldman Sachs; financial
services company UBS; Forrester Research, a major market
research company; Altimeter Group, a digital strategies company;
SiteIQ, a contact center outsourcing company; and TNS Infratest,
an independent customer survey company. This type of data
represents only the estimates of Gartner, IDC, Goldman Sachs,
UBS, Forrester Research, Altimeter Group, SiteIQ and other
sources of industry data. SAP does not adopt nor endorse any of
the statistical information provided by sources such as Gartner,
IDC, Goldman Sachs, UBS, Forrester Research, Altimeter Group,
SiteIQ or other similar sources that is contained in this
report. In addition, although we believe that data from these
companies is generally reliable, this type of data is inherently
imprecise. We caution you not to place undue reliance on this
data.
3
FINANCIAL
MEASURES CITED IN THIS REPORT
Reporting
Standards
Since 2007, we have been required by German and European law to
prepare Consolidated Financial Statements in accordance with
IFRS. Beginning with our audited Consolidated Financial
Statements for the year ended December 31, 2009, we fully
migrated to IFRS and discontinued preparing U.S. GAAP
financial information as of the end of 2009. Therefore, our 2009
Annual Report as well as our Annual Report on
Form 20-F
for fiscal year 2009 were presented in accordance with IFRS for
the first time. As such, in 2010 our business outlook was, for
the first time, based on non-IFRS numbers derived from IFRS
numbers. Concurrently with this change in our external financial
communication, we modified our internal management reporting,
planning and forecasting, and variable compensation plans, which
are now aligned with the non-IFRS numbers that we provide in our
external communications. We have also retrospectively updated
our non-IFRS financial information for the fiscal year 2009 as a
result of this change in internal reporting. As disclosed in our
2009 Annual Report the non-IFRS amounts we reported did not
result in a significant difference from the non-GAAP figures we
reported, and therefore our internal management reporting also
did not change significantly.
Managing
for Value
In 2010, we based our internal management reporting and
operational targets primarily on constant currency non-IFRS
measures as described in more detail below.
In 2010 and in 2009, for purposes of our internal management
reporting, we eliminated deferred support revenue write-downs
resulting from acquisitions, the results of our discontinued
activities, as well as recurring acquisition-related charges
from certain key IFRS-derived measures we mainly used to manage
our operational business, specifically, non-IFRS software and
software-related service revenue, non-IFRS operating profit and
non-IFRS operating margin.
Performance
Measures We Use to Manage Operating Items
We use various performance measures to help promote our primary
goal of sustained growth in corporate value and our ancillary
goal of profitable revenue growth. The following are some of
these key measures:
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Non-IFRS SSRS revenue: Our software and software-related service
revenue (SSRS) includes software and support revenue plus
subscription and other software-related service revenue. The
principal source of software revenue is the fees customers pay
for software licenses. Software revenue is our key revenue
driver because it tends to affect our other revenue streams.
Generally, customers that buy software licenses also enter into
maintenance contracts, and these generate recurring
software-related service revenue in the form of support revenue
after the software sale. Maintenance contracts cover support
services and software updates and enhancements. We also generate
software-related service revenue when we provide software on
subscription or with obligatory hosting terms. Software revenue
also tends to stimulate service revenue from consulting and
training sales.
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Non-IFRS operating margin: In 2010, we used non-IFRS operating
margin and constant currency non-IFRS operating margin to
measure our overall operational process efficiency and overall
business performance. Non-IFRS operating margin is the ratio of
our non-IFRS operating profit to total non-IFRS revenue,
expressed as a percentage. See below for a discussion of the
IFRS and non-IFRS measures we use.
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Cash conversion rate: Our cash conversion rate is defined as the
ratio of our non-IFRS net cash flows from operating activities
to non-IFRS profit after tax. Our cash conversion rate measures
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the proportion of our non-IFRS profit after tax that is
converted to cash flow.
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Performance
Measures We Use to Manage Non-Operating Items
We use the following performance measures to manage
non-operating items:
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Finance income, net: This measure provides insight especially
into the return on liquid assets and capital investments and the
cost of borrowed funds. To manage our financial income, net, we
focus on cash flow, the composition of our liquid asset and
capital investment portfolio, and the average rate of interest
at which assets are invested. We also monitor average
outstanding borrowings and the associated finance costs.
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DSO and DPO: We manage working capital by controlling the
days sales outstanding for receivables, or DSO (defined as
average number of days from the raised invoice to cash receipt
from the customer), and the days payables outstanding for
liabilities, or DPO (defined as average number of days from the
received invoice to cash payment to the vendor).
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Effective tax rate: We define our effective tax rate as the
ratio of income tax expense to profit before tax, expressed as a
percentage.
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Performance
Measures We Use to Manage Operating and Non-Operating
Items
Earnings per share (EPS) measures our overall performance,
because it captures all operating and non-operating elements of
profit. It represents the portion of profit after tax allocable
to each SAP share outstanding (using the weighted average number
of shares outstanding over the reporting period). EPS is
influenced not only by our operating and non-operating business
but also by the weighted average number of shares outstanding.
We believe that stock repurchases and dividend distributions are
a good means to return value to
shareholders in accordance with the authorizations granted by
them.
Our holistic view of the performance measures described above
together with our associated analyses comprise the information
we use for value-based management. We use planning and control
processes to manage the compilation of these key measures and
their availability to our decision makers across various
management levels.
SAPs long-term strategic plans are the point of reference
for our other planning and controlling processes, including
creating a multiyear plan. We identify future growth and
profitability drivers at a highly aggregated level. This process
is intended to identify the best areas in which to target
sustained investment. The next step is to evaluate our multiyear
plans for areas of support and development functions and to
break down the customer-facing plans by sales region. We
allocate resources to achieve targets we derive from detailed
annual plans. We also have processes in place to forecast
revenue and profit on a quarterly basis, in order to quantify
whether we expect to realize our strategic goals and to identify
any deviations from plan. We closely monitor the concerned units
in the Group to analyze these developments and define any
appropriate actions.
Our entire network of planning, control, and reporting processes
is implemented in integrated planning and information systems,
based on SAP software, across all organizational units so that
we can conduct the evaluations and analyses needed to make
informed decisions.
Measures
Used in This Report
We provided our 2010 outlook on the basis of certain non-IFRS
measures as described above. Therefore, this report contains a
comparison of our actual performance in 2010 against that
outlook.
This introductory section provides:
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A reconciliation of IFRS measures to the respective and most
comparable non-IFRS measures.
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An explanation of the non-IFRS measures we disclose in this
report, the reasons why management believes these measures are
useful to investors and the limitations of these measures.
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An explanation of changes we made with effect from
January 1, 2011, to the definitions we use for non-IFRS
profit and margin measures.
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Reconciliations
of IFRS to Non-IFRS Numbers for 2010 and 2009
The following tables reconcile our IFRS numbers to the
respective and most comparable non-IFRS numbers for each of 2010
and 2009. Due to rounding, the sum of the numbers presented in
these tables might not precisely equal the totals we provide.
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millions, unless otherwise stated
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for the years ended December 31,
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2010
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2009
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Non-IFRS
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Currency
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Constant
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IFRS
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Adjustment
|
|
|
Non-IFRS
|
|
|
Impact
|
|
|
Currency
|
|
|
IFRS
|
|
|
Adjustment
|
|
|
Non-IFRS
|
|
Revenue numbers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software revenue
|
|
|
3,265
|
|
|
|
0
|
|
|
|
3,265
|
|
|
|
−244
|
|
|
|
3,021
|
|
|
|
2,607
|
|
|
|
0
|
|
|
|
2,607
|
|
Support revenue
|
|
|
6,133
|
|
|
|
74
|
|
|
|
6,207
|
|
|
|
−313
|
|
|
|
5,894
|
|
|
|
5,285
|
|
|
|
11
|
|
|
|
5,296
|
|
Subscription and other software-related service revenue
|
|
|
396
|
|
|
|
0
|
|
|
|
396
|
|
|
|
−13
|
|
|
|
383
|
|
|
|
306
|
|
|
|
0
|
|
|
|
306
|
|
Software and software-related service revenue
|
|
|
9,794
|
|
|
|
74
|
|
|
|
9,868
|
|
|
|
−570
|
|
|
|
9,298
|
|
|
|
8,198
|
|
|
|
11
|
|
|
|
8,209
|
|
- thereof SAP excluding Sybase
|
|
|
9,539
|
|
|
|
0
|
|
|
|
9,539
|
|
|
|
−545
|
|
|
|
8,994
|
|
|
|
8,198
|
|
|
|
11
|
|
|
|
8,209
|
|
Consulting revenue
|
|
|
2,197
|
|
|
|
0
|
|
|
|
2,197
|
|
|
|
−118
|
|
|
|
2,079
|
|
|
|
2,074
|
|
|
|
0
|
|
|
|
2,074
|
|
Other service revenue
|
|
|
473
|
|
|
|
0
|
|
|
|
473
|
|
|
|
−22
|
|
|
|
451
|
|
|
|
400
|
|
|
|
0
|
|
|
|
400
|
|
Professional services and other service revenue
|
|
|
2,670
|
|
|
|
0
|
|
|
|
2,670
|
|
|
|
−140
|
|
|
|
2,530
|
|
|
|
2,474
|
|
|
|
0
|
|
|
|
2,474
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
12,464
|
|
|
|
74
|
|
|
|
12,538
|
|
|
|
−709
|
|
|
|
11,829
|
|
|
|
10,672
|
|
|
|
11
|
|
|
|
10,683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expense numbers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of software and software-related services
|
|
|
−1,823
|
|
|
|
198
|
|
|
|
−1,625
|
|
|
|
|
|
|
|
|
|
|
|
−1,658
|
|
|
|
184
|
|
|
|
−1,474
|
|
Cost of professional services and other services
|
|
|
−2,071
|
|
|
|
9
|
|
|
|
−2,062
|
|
|
|
|
|
|
|
|
|
|
|
−1,851
|
|
|
|
4
|
|
|
|
−1,847
|
|
Research and development
|
|
|
−1,729
|
|
|
|
5
|
|
|
|
−1,725
|
|
|
|
|
|
|
|
|
|
|
|
−1,591
|
|
|
|
4
|
|
|
|
−1,587
|
|
Sales and marketing
|
|
|
−2,645
|
|
|
|
80
|
|
|
|
−2,565
|
|
|
|
|
|
|
|
|
|
|
|
−2,199
|
|
|
|
73
|
|
|
|
−2,126
|
|
General and administration
|
|
|
−636
|
|
|
|
16
|
|
|
|
−620
|
|
|
|
|
|
|
|
|
|
|
|
−564
|
|
|
|
3
|
|
|
|
−561
|
|
Restructuring
|
|
|
3
|
|
|
|
−5
|
|
|
|
−2
|
|
|
|
|
|
|
|
|
|
|
|
−198
|
|
|
|
4
|
|
|
|
−194
|
|
TomorrowNow litigation
|
|
|
−981
|
|
|
|
981
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
−56
|
|
|
|
56
|
|
|
|
0
|
|
Other operating income, net
|
|
|
9
|
|
|
|
0
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
|
|
33
|
|
|
|
0
|
|
|
|
33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
−9,873
|
|
|
|
1,283
|
|
|
|
−8,591
|
|
|
|
370
|
|
|
|
−8,221
|
|
|
|
−8,084
|
|
|
|
327
|
|
|
|
−7,756
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit and margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
2,591
|
|
|
|
1,357
|
|
|
|
3,947
|
|
|
|
−339
|
|
|
|
3,608
|
|
|
|
2,588
|
|
|
|
339
|
|
|
|
2,927
|
|
Operating margin in %
|
|
|
20.8
|
|
|
|
|
|
|
|
31.5
|
|
|
|
|
|
|
|
30.5
|
|
|
|
24.3
|
|
|
|
|
|
|
|
27.4
|
|
This report discloses certain financial measures, such as
non-IFRS revenue, non-IFRS expenses, non-IFRS operating profit,
non-IFRS operating margin, constant currency revenue, and
operating profit measures that are not prepared in accordance
with IFRS and are therefore considered non-IFRS financial
measures.
Our non-IFRS financial measures may not correspond to non-IFRS
financial measures that other companies report. The non-IFRS
financial measures that we report should only be considered in
addition to, and not as substitutes for or superior to, revenue,
operating profit, operating
6
margin, or other measures of financial performance prepared in
accordance with IFRS.
Explanations
of Non-IFRS Measures
We believe that the supplemental historical and prospective
non-IFRS financial information presented in this report provides
useful information to investors because management uses this
information in addition to financial data prepared
in accordance with IFRS to attain a more transparent
understanding of our past performance and our future results. In
2010, we used these non-IFRS measures consistently in our
internal planning and forecasting, reporting and compensation,
as well as in our external communications as follows:
|
|
|
|
|
Our management primarily uses these non-IFRS measures rather
than IFRS measures as the basis for making financial, strategic
and operating decisions.
|
|
|
|
The variable remuneration components of our Executive Board
members and employees are based on non-IFRS revenue and non-IFRS
operating profit rather than the respective IFRS measures.
|
|
|
|
The annual budgeting process for all management units is based
on non-IFRS revenue and non-IFRS operating profit numbers rather
than the respective IFRS numbers, whereas in 2010 costs such as
share-based compensation and restructuring were considered only
on a company level.
|
|
|
|
All forecast and performance reviews with all senior managers
globally are based on these non-IFRS measures, rather than the
respective IFRS numbers.
|
|
|
|
Company-internal target setting and outlook provided to the
capital markets are both based on non-IFRS revenues and non-IFRS
profit measures rather than the respective IFRS numbers.
|
Our non-IFRS financial measures reflect adjustments based on the
items below, as well
as adjustments for the related income tax effects:
Non-IFRS
Revenue
Revenue items in this report identified as non-IFRS revenue have
been adjusted from the respective IFRS numbers by including the
full amount of support revenue that would have been recorded by
entities acquired by SAP had they remained stand-alone entities
but which we are not permitted to record as revenue under IFRS
due to fair value accounting for the support contracts in effect
at the time of the respective acquisitions.
Under IFRS, we record at fair value the support contracts in
effect at the time entities were acquired. Consequently, our
IFRS support revenue, our IFRS software and software-related
service revenue, and our IFRS total revenue for periods
subsequent to acquisitions do not reflect the full amount of
support revenue that would have been recorded for these support
contracts absent these acquisitions by SAP. Adjusting revenue
numbers for this revenue impact provides additional insight into
the comparability across periods of our ongoing performance.
Non-IFRS
Operating Expense
Operating expense figures in this report that are identified as
non-IFRS operating expenses have been adjusted by excluding the
following acquisition-related charges:
|
|
|
|
|
Acquisition-related charges
|
|
|
|
|
|
Amortization expense/impairment charges of intangibles acquired
in business combinations and certain stand-alone acquisitions of
intellectual property (including purchased in-process research
and development)
|
|
|
|
Restructuring expenses and settlements of preexisting business
relationships in connection with a business combination
|
|
|
|
Acquisition-related third-party expenses
|
7
|
|
|
|
|
Discontinued activities: Results of discontinued operations that
qualify as such under IFRS in all respects except that they do
not represent a major line of business. Under U.S. GAAP,
which we reported under until 2009, we presented the results of
operations of the TomorrowNow entities as discontinued
operations. Under IFRS, results of discontinued operations may
only be presented as discontinued operations if a separate major
line of business or geographical area of operations is
discontinued. Our TomorrowNow operations were separate, but were
not a major line of business and thus did not qualify for
separate presentation under IFRS.
|
The operating profit and operating margin outlook provided for
2011 and the comparable 2010 operating profit and operating
margin numbers are based on an updated non-IFRS operating
expenses definition that additionally excludes the following:
|
|
|
|
|
Expenses from our share-based compensation plans
|
|
|
|
Restructuring expenses
|
Non-IFRS
Operating Profit, Non-IFRS Operating Margin
Operating profit and operating margin in this document
identified as non-IFRS operating profit and non-IFRS operating
margin have been adjusted from the respective IFRS measures by
adjusting for the abovementioned non-IFRS revenue and non-IFRS
operating expenses.
We exclude certain acquisition-related expenses for the purpose
of calculating non-IFRS operating profit and non-IFRS operating
margin when evaluating SAPs continuing operational
performance because these expenses generally cannot be changed
or influenced by management after the relevant acquisition other
than by disposing of the acquired assets. Since management at
levels below the Executive Board has no influence on these
expenses, we generally do not consider these expenses for
the purpose of evaluating the performance of management units.
Additionally, these non-IFRS measures have been adjusted from
the respective IFRS measures for the results of the discontinued
activities.
We believe that our non-IFRS measures are useful to investors
for the following reasons:
|
|
|
|
|
The non-IFRS measures provide investors with insight into
managements decision-making, since management uses these
non-IFRS measures to run our business and make financial,
strategic and operating decisions.
|
|
|
|
The non-IFRS measures provide investors with additional
information that enables a comparison of
year-over-year
operating performance by eliminating certain direct effects of
acquisitions and discontinued activities.
|
|
|
|
Non-IFRS and non-GAAP measures are widely used in the software
industry. In most cases, our non-IFRS measures are more suitable
for comparison with our competitors corresponding non-IFRS
and non-GAAP measures than are our IFRS measures.
|
Additionally, we believe that our adjustments to our IFRS
numbers for the results of our discontinued TomorrowNow
activities are useful to investors for the following reasons:
|
|
|
|
|
Despite the migration from U.S. GAAP to IFRS, we will
continue to internally treat the ceased TomorrowNow activities
as discontinued operations and thus will continue to exclude
potential future TomorrowNow results, which are expected to
mainly comprise expenses in connection with the Oracle lawsuit,
from our internal management reporting, planning, forecasting,
and compensation plans. Therefore, adjusting our non-IFRS
measures for the results of the discontinued TomorrowNow
activities provides insight into the financial measures that SAP
uses internally.
|
8
|
|
|
|
|
By adjusting the non-IFRS numbers for the results from our
discontinued TomorrowNow activities, the non-IFRS numbers are
more comparable to the non-GAAP measures that SAP used through
the end of 2009. That enhances the comparability of SAPs
performance measures before and after the full IFRS migration.
|
Our outlook for operating profit and operating margin in 2011
and their 2010 comparative amounts are based on amended non-IFRS
definitions that exclude expenses for share-based compensation
and restructuring. In the past, we allocated and managed these
expenses only at the Group level. We excluded them at all levels
below that in the Group for the purpose of managing operating
performance. By amending the non-IFRS definitions and adjusting
the measures we use for Group-level management accordingly, we
have standardized the measures we use for operational purposes
across all levels in the Group. In addition, the changes render
our non-IFRS measures more suitable for comparison with the
non-GAAP measures of some of our closest competitors.
We include the revenue adjustments outlined above and exclude
the expense adjustments outlined above when making decisions to
allocate resources, both on a company level and at lower levels
of the organization. In addition, we use these non-IFRS measures
to gain a better understanding of SAPs comparative
operating performance from period to period. We believe that our
non-IFRS financial measures described above have limitations,
which include but are not limited to the following:
|
|
|
|
|
The eliminated amounts may be material to us.
|
|
|
|
Without being analyzed in conjunction with the corresponding
IFRS measures the non-IFRS measures are not indicative of our
present and future performance, foremost for the following
reasons:
|
|
|
|
|
|
While our non-IFRS profit numbers reflect the elimination of
|
|
|
|
|
|
certain acquisition-related expenses, no eliminations are made
for the additional revenue and other revenue that result from
the acquisitions.
|
|
|
|
The acquisition-related charges that we eliminate in deriving
our non-IFRS profit numbers are likely to recur should SAP enter
into material business combinations in the future.
|
|
|
|
The acquisition-related amortization expense that we eliminate
in deriving our non-IFRS profit numbers is a recurring expense
that will impact our financial performance in future years.
|
|
|
|
The revenue adjustment for the fair value accounting of the
acquired entities support contracts and the expense
adjustment for acquisition-related charges do not arise from a
common conceptual basis. This is because the revenue adjustment
aims to improve the comparability of the initial
post-acquisition period with future post-acquisition periods
while the expense adjustment aims to improve the comparability
between post-acquisition periods and pre-acquisition periods.
This should particularly be considered when evaluating our
non-IFRS operating profit and non-IFRS operating margin numbers
as these combine our non-IFRS revenue and non-IFRS expenses
despite the absence of a common conceptual basis.
|
|
|
|
Our discontinued activities, share-based compensation expense
and restructuring charges could result in significant cash
outflows.
|
|
|
|
The valuation of our cash-settled, share-based payment plans
could
|
9
|
|
|
|
|
vary significantly due to the fluctuation of our share price and
due to the other parameters used in the valuation of these plans.
|
|
|
|
We have in the past issued share-based compensation awards to
our employees every year, and intend to continue doing so in the
future. Thus our share-based compensation expenses are recurring
although the amounts usually change from period to period.
|
We believe, however, that the presentation of the non-IFRS
measures and the corresponding IFRS measures, together with the
relevant reconciliations, provides useful information to
management and investors regarding present and future business
trends relating to our financial condition and results of
operations. We do not evaluate our growth and performance
without considering both the non-IFRS measures and the relevant
IFRS measures. We caution the readers of this document to follow
a similar approach by considering our non-IFRS measures only in
addition to, and not as a substitute for or superior to, revenue
or other measures of our financial performance prepared in
accordance with IFRS.
Constant
Currency
Period-Over-Period
Changes
We believe it is important for investors to have information
that provides insight into our sales. Revenue measures
determined under IFRS provide information that is useful in this
regard. However, both sales volume and currency effects impact
period-over-period
changes in sales revenue. We do not sell standardized units of
products and services, so we cannot provide relevant information
on sales volume by providing data on the changes in product and
service units sold. To provide additional information that may
be useful to investors in breaking down and evaluating changes
in sales volume, we present information about our revenue and
various values and components relating to operating profit that
are adjusted for foreign
currency effects. We calculate constant currency
year-over-year
changes in revenue and operating profit by translating foreign
currencies using the average exchange rates from the previous
year instead of the current year.
We believe that data on constant currency
period-over-period
changes has limitations, particularly as the currency effects
that are eliminated constitute a significant element of our
revenue and expenses and could impact our performance
significantly. We therefore limit our use of constant currency
period-over-period
changes to the analysis of changes in volume as one element of
the full change in a financial measure. We do not evaluate our
results and performance without considering both constant
currency
period-over-period
changes in non-IFRS revenue and non-IFRS operating profit on the
one hand and changes in revenue, expenses, profit, or other
measures of financial performance prepared in accordance with
IFRS on the other. We caution the readers of this report to
follow a similar approach by considering data on constant
currency
period-over-period
changes only in addition to, and not as a substitute for or
superior to, changes in revenue, expenses, profit, or other
measures of financial performance prepared in accordance with
IFRS.
Free Cash
Flow
We use our free cash flow measure to estimate the cash flow
remaining after all expenditures required to maintain or expand
the organic business have been paid off. This provides
management with supplemental information to assess our liquidity
needs. We calculate free cash flow as net cash from operating
activities minus purchases of intangible assets and property,
plant, and equipment. Free cash flow should be considered in
addition to, and not as a substitute for or superior to, cash
flow or other measures of liquidity and financial performance
prepared in accordance with IFRS.
10
Free Cash
Flow
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
Change
|
|
|
|
millions
|
|
|
|
|
|
Net cash flows from operating activities
|
|
|
2,932
|
|
|
|
3,015
|
|
|
|
−3
|
%
|
Purchases of intangible assets and property, plant, and equipment
|
|
|
−334
|
|
|
|
−225
|
|
|
|
48
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Free cash flow
|
|
|
2,598
|
|
|
|
2,790
|
|
|
|
−7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
Part I
Item 1,
2, 3
for each of the years in the five-year period ended
December 31, 2010. The consolidated financial data has been
derived from, and should be read in conjunction with, our
Consolidated Financial Statements prepared in accordance with
International Financial Reporting Standards as issued by the
International Accounting Standards Board (IFRS), presented in
Item 18. Financial Statements of this report.
Our selected financial data and our Consolidated Financial
Statements are presented in euros. Financial data as of and for
the year ended December 31, 2010 has been translated into
U.S. dollars for the convenience of the reader.
12
Part I
Item 3
SELECTED
FINANCIAL DATA: IFRS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010(1)
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
US$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
millions, unless otherwise stated
|
|
|
Income Statement Data: Years Ended December 31,
|
Software and software-related service revenue
|
|
|
12,996
|
|
|
|
9,794
|
|
|
|
8,198
|
|
|
|
8,457
|
|
|
|
7,427
|
|
|
|
6,605
|
|
Total revenue
|
|
|
16,538
|
|
|
|
12,464
|
|
|
|
10,672
|
|
|
|
11,575
|
|
|
|
10,256
|
|
|
|
9,402
|
|
Operating profit
|
|
|
3,438
|
|
|
|
2,591
|
|
|
|
2,588
|
|
|
|
2,701
|
|
|
|
2,698
|
|
|
|
2,503
|
|
Operating margin in
%(2)
|
|
|
20.8
|
|
|
|
20.8
|
|
|
|
24.3
|
|
|
|
23.3
|
|
|
|
26.3
|
|
|
|
26.6
|
|
Profit after tax
|
|
|
2,406
|
|
|
|
1,813
|
|
|
|
1,750
|
|
|
|
1,848
|
|
|
|
1,908
|
|
|
|
1,836
|
|
Profit attributable to owners of parent
|
|
|
2,403
|
|
|
|
1,811
|
|
|
|
1,748
|
|
|
|
1,847
|
|
|
|
1,906
|
|
|
|
1,835
|
|
Earnings per
share(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic in
|
|
|
2.02
|
|
|
|
1.52
|
|
|
|
1.47
|
|
|
|
1.55
|
|
|
|
1.58
|
|
|
|
1.50
|
|
Diluted in
|
|
|
2.02
|
|
|
|
1.52
|
|
|
|
1.47
|
|
|
|
1.55
|
|
|
|
1.58
|
|
|
|
1.49
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
1,188
|
|
|
|
1,188
|
|
|
|
1,188
|
|
|
|
1,190
|
|
|
|
1,207
|
|
|
|
1,226
|
|
Diluted
|
|
|
1,189
|
|
|
|
1,189
|
|
|
|
1,189
|
|
|
|
1,191
|
|
|
|
1,210
|
|
|
|
1,231
|
|
Statement of Financial Position Data: At December 31,
|
Cash and cash equivalents
|
|
|
4,668
|
|
|
|
3,518
|
|
|
|
1,884
|
|
|
|
1,280
|
|
|
|
1,608
|
|
|
|
2,399
|
|
Total
assets(3)
|
|
|
27,654
|
|
|
|
20,841
|
|
|
|
13,374
|
|
|
|
13,900
|
|
|
|
10,161
|
|
|
|
9,332
|
|
Current financial
liabilities(4)
|
|
|
188
|
|
|
|
142
|
|
|
|
146
|
|
|
|
2,563
|
|
|
|
82
|
|
|
|
63
|
|
Non-current financial
liabilities(4)
|
|
|
5,903
|
|
|
|
4,449
|
|
|
|
729
|
|
|
|
40
|
|
|
|
6
|
|
|
|
3
|
|
Issued
capital(5)
|
|
|
1,628
|
|
|
|
1,227
|
|
|
|
1,226
|
|
|
|
1,226
|
|
|
|
1,246
|
|
|
|
1,268
|
|
Total equity
|
|
|
13,035
|
|
|
|
9,824
|
|
|
|
8,491
|
|
|
|
7,171
|
|
|
|
6,478
|
|
|
|
6,123
|
|
|
|
|
(1) |
|
Amounts presented in US$ have been
translated for the convenience of the reader at 1.00 to
US$1.3269, the Noon Buying Rate for converting 1.00 into
dollars on December 30, 2010. See Item 3. Key
Information Exchange Rates for recent exchange
rates between the Euro and the dollar.
|
|
(2) |
|
Operating profit is the numerator
and total revenue is the denominator in the calculation of
operating margin. Profit attributable to owners of parent is the
numerator and weighted average number of shares outstanding is
the denominator in the calculation of earnings per share.
|
|
(3) |
|
The large increase in total assets
from 2009 to 2010 was mainly due to the acquisition of Sybase in
2010 and the large increase in total assets
|
|
|
|
|
|
from 2007 to 2008 was due to the
acquisition of Business Objects in 2008. See Note (4) to
our Consolidated Financial Statements for more information on
acquisitions.
|
|
|
|
(4) |
|
The balances include primarily
bonds, private placements and bank loans. Current is defined as
having a remaining life of one year or less; non-current is
defined as having a remaining term exceeding one year. The
significant increase in current financial liabilities during
2008 was due to financial debt incurred to finance the
acquisition of Business Objects. The significant increase in
non-financial liabilities in 2010 was due to an acquisition-term
loan used to finance the acquisition of Sybase. In addition, we
issued two bonds and a U.S. private placement transaction, of
|
|
|
|
13
Part I
Item 3
|
|
|
|
|
which, the proceeds were primarily
used to finance the acquisition of Sybase. See Note (18b) to our
Consolidated Financial Statements for more information on our
liabilities.
|
|
(5)
|
|
The 2007 and 2008 figures reflect
cancellations of 23 million and 21 million treasury
shares effective September 7, 2007 and September 4,
2008, respectively. See Item 9. The Offer and
Listing General for more detail on the
cancellation of shares.
|
Exchange
Rates
The prices for ordinary shares traded on German stock exchanges
are denominated in euro. Fluctuations in the exchange rate
between the euro and the dollar affect the dollar equivalent of
the euro price of the ordinary shares traded on the German stock
exchanges and, as a result, may affect the price of the ADRs
traded on the NYSE in the United States. See Item 9.
The Offer and Listing for a description of the ADRs. In
addition, SAP AG pays cash dividends, if any, in euro. As a
result, any exchange rate fluctuations will also affect the
dollar amounts received by the holders of ADRs on the conversion
into dollars of cash dividends paid in euro on the ordinary
shares represented by the ADRs. Deutsche Bank Trust Company
Americas is the depositary (the Depositary) for SAP AGs
ADR program. The deposit agreement with respect to the ADRs
requires the Depositary to convert any dividend payments from
euro into dollars as promptly as practicable upon receipt. For
additional information on the Depositary and the fees associated
with SAPS ADR program see Item 12 Description
of Securities Other Than Equity Securities American
Depositary Shares.
A significant portion of our revenue and expense is denominated
in currencies other than the euro. Therefore, fluctuations in
the exchange rate between the euro and the respective currencies
to which we are exposed could materially affect our business,
financial position, income or cash flows. See Item 5.
Operating and Financial Review and Prospects Foreign
Currency Exchange Rate Exposure for details on the impact
of these exchange rate fluctuations.
The following table sets forth (i) the average, high and
low Noon Buying Rates for the euro expressed as
U.S. dollars per 1.00 for the past five years on an
annual basis and (ii) the high and low Noon Buying Rates on
a monthly basis from July 2010 through March 3, 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
Average(1)
|
|
|
High
|
|
|
Low
|
|
|
2006
|
|
|
1.2661
|
|
|
|
1.3327
|
|
|
|
1.1860
|
|
2007
|
|
|
1.3797
|
|
|
|
1.4862
|
|
|
|
1.2904
|
|
2008
|
|
|
1.4695
|
|
|
|
1.6010
|
|
|
|
1.2446
|
|
2009
|
|
|
1.3955
|
|
|
|
1.5100
|
|
|
|
1.2547
|
|
2010
|
|
|
1.3216
|
|
|
|
1.4536
|
|
|
|
1.1959
|
|
|
|
|
|
|
|
|
|
|
Month
|
|
High
|
|
|
Low
|
|
|
2010
|
|
|
|
|
|
|
|
|
July
|
|
|
1.3069
|
|
|
|
1.2464
|
|
August
|
|
|
1.3282
|
|
|
|
1.2652
|
|
September
|
|
|
1.3638
|
|
|
|
1.2708
|
|
October
|
|
|
1.4066
|
|
|
|
1.3688
|
|
November
|
|
|
1.4224
|
|
|
|
1.3036
|
|
December
|
|
|
1.3395
|
|
|
|
1.3089
|
|
2011
|
|
|
|
|
|
|
|
|
January
|
|
|
1.3715
|
|
|
|
1.2944
|
|
February
|
|
|
1.3794
|
|
|
|
1.3474
|
|
March (through March 3, 2011)
|
|
|
1.3947
|
|
|
|
1.3813
|
|
|
|
|
(1) |
|
The average of the applicable Noon
Buying Rates on the last day of each month during the relevant
period.
|
The Noon Buying Rate on March 3, 2011 was US$1.3947 per
1.00.
DIVIDENDS
Dividend
Distribution Policy
Dividends are jointly proposed by SAP AGs Supervisory
Board (Aufsichtsrat) and Executive Board
(Vorstand) based on SAP AGs year-end stand-alone
statutory financial statements, subject to approval by the
shareholders. Dividends are officially declared for the prior
year at SAP AGs Annual General Meeting of Shareholders.
SAP AGs Annual General Meeting of
14
Part I
Item 3
Shareholders usually convenes during the second quarter of each
year. Dividends are usually remitted to the custodian bank on
behalf of the shareholder within one business day following the
Annual General Meeting of Shareholders. Record holders of the
ADRs on the dividend record date will be entitled to receive
payment of the dividend declared in respect of the year for
which it is declared. Cash dividends payable to such holders
will be paid to the Depositary in euro and, subject to certain
exceptions, will be converted by the Depositary into
U.S. dollars.
Dividends paid to holders of the ADRs may be subject to German
withholding tax. See Item 8. Financial
Information Other Financial Information
Dividend Policy and Item 10. Additional
Information Taxation, for further information.
Annual
Dividends Paid and Proposed
The following table sets forth in euro the annual dividends paid
or proposed to be paid per ordinary share in respect of each of
the years indicated. One SAP ADR currently represents one SAP AG
ordinary share. Accordingly, the final dividend per ADR is equal
to the dividend for one SAP AG ordinary share and is dependent
on the euro/U.S. dollar exchange rate. The table does not
reflect tax credits that may be available to German taxpayers
who receive dividend payments. If you own our ordinary shares or
ADRs and if you are a U.S. resident, refer to
Item 10. Additional Information
Taxation, for further information.
|
|
|
|
|
|
|
|
|
|
|
Dividend Paid per Ordinary Share
|
|
Year Ended December 31,
|
|
|
|
|
US$
|
|
|
2006
|
|
|
0.46
|
|
|
|
0.62
|
(1)
|
2007
|
|
|
0.50
|
|
|
|
0.77
|
(1)
|
2008
|
|
|
0.50
|
|
|
|
0.68
|
(1)
|
2009
|
|
|
0.50
|
|
|
|
0.60
|
(1)
|
2010 (proposed)
|
|
|
0.60
|
(2)
|
|
|
0.84
|
(2)(3)
|
|
|
|
(1) |
|
Translated for the convenience of
the reader from euro into U.S. dollars at the Noon Buying Rate
for converting euro into U.S. dollars on the dividend payment
date. The Depositary is required to convert any dividend
payments
|
|
|
|
|
|
received from SAP as promptly as
practicable upon receipt.
|
|
|
|
(2) |
|
Subject to approval at the Annual
General Meeting of Shareholders of SAP AG currently scheduled to
be held on May 25, 2011.
|
|
(3) |
|
Translated for the convenience of
the reader from euro into U.S. dollars at the Noon Buying Rate
for converting euro into U.S. dollars on March 3, 2011 of
US$1.3947 per 1.00. The dividend paid may differ due to
changes in the exchange rate.
|
The amount of dividends paid on the ordinary shares depends on
the amount of profits to be distributed by SAP AG, which depends
in part upon our performance. In addition, the amount of
dividends received by holders of ADRs may be affected by
fluctuations in exchange rates (see Item 3. Key
Information Exchange Rates). The timing and
amount of future dividend payments will depend upon our future
earnings, capital needs and other relevant factors, in each case
as proposed by the Executive Board and the Supervisory Board of
SAP AG and approved at the Annual General Meeting of
Shareholders.
RISK
FACTORS
Economic,
Political, and Regulatory Risk
The uncertainty in the global economy and in political
conditions has negatively impacted our business, financial
position, profit, and cash flows, and may continue to do so in
the future.
Our customers willingness to invest in acquiring and
implementing SAP products generally varies with economic and
other business conditions. In the regions in which we do
business and the industries in which our customers operate,
persistent economic uncertainty could continue to have negative
effects, including:
|
|
|
|
|
Generally declining IT investment
|
|
|
|
Decreased customer demand for our software and services,
including delayed, canceled, and smaller orders
|
15
Part I
Item 3
|
|
|
|
|
Customers inability to obtain credit on acceptable terms,
or at all, to finance purchases of our software and services
|
|
|
|
Increased incidence of default and insolvency of customers,
business partners, and key suppliers
|
|
|
|
Increased default risk, which may lead to significant
write-downs in the future
|
|
|
|
Greater pressure on the prices of our products and services
|
|
|
|
Pressure on our operating margin
|
If economic conditions worsen, we expect a sustained negative
impact on our revenue growth, more defaults, and a consequent
negative impact on our income. Moreover, continued or further
economic deterioration could exacerbate the other risks we
describe in this report.
Our international business activities subject us to different
regulatory requirements in different countries and to economic
and other risks that could harm our business, financial
position, profit or cash flows.
We currently market our products and services in over 120
countries in the Americas, APJ, and EMEA regions. Sales in these
countries are subject to risks inherent in international
business operations. Among others, these risks include:
|
|
|
|
|
Regional and local economic decline or instability and resulting
market uncertainty
|
|
|
|
General economic or political conditions in each country or
region
|
|
|
|
Conflict and overlap among different tax regimes
|
|
|
|
Possible tax constraints impeding business operations in certain
countries
|
|
|
|
The management of an organization spread over various
jurisdictions
|
|
|
|
Exchange rate fluctuations
|
|
|
|
Longer payment cycles
|
|
|
|
|
|
Regulatory constraints such as import and export restrictions,
competition law regimes, legislation governing the use of the
Internet, additional requirements for the development,
certification, and distribution of software and services, trade
restrictions, changes in tariff and freight rates and travel and
communication costs
|
|
|
|
Expenses associated with the customization of our products on a
local level and transacting business in the local currency
|
|
|
|
Differing demands from works councils and labor unions in the
different countries
|
|
|
|
The higher cost of doing business internationally
|
As we expand further into new regions and markets, these risks
could intensify. One or more of these factors could negatively
impact our operations globally or in one or more countries or
regions. As a result, our business, financial position,
reputation, profit, or cash flows could be impacted.
Social and political instability caused, for example, by
terrorist attacks, war or international hostilities, pandemic
disease outbreaks, or natural disasters could negatively impact
our business.
Terrorist attacks and other acts of violence or war, pandemic
disease outbreaks, or natural disasters could have a negative
impact on the world economy. The resultant social and political
instability could contribute further to the current economic
decline and economic and political uncertainty in many regions
in which we do business. That could negatively impact our
revenue and investment decisions, and those of our customers.
Our corporate headquarters, which includes our main research and
development departments and certain other critical business
functions, is located in the German state of
Baden-Württemberg. A catastrophic event affecting the
northern part of Baden-Württemberg could have a highly
material impact on our
16
Part I
Item 3
operations. Catastrophic events at other SAP centers, notably
Buenos Aires (Argentina), São Paulo (Brazil), Shanghai
(China), Prague (Czech Republic), Bangalore (India), Dublin
(Ireland), Paris (France), Raanana (Israel), Tokyo
(Japan), Mexico City (Mexico), London (United Kingdom),
Vancouver (Canada), or Singapore, or at our U.S. locations
in New York, Dublin (California), Palo Alto (California), or
Newtown Square (Pennsylvania), could also impact our operations.
For example, on March 11th, 2011, a massive earthquake hit
Japan and a subsequent tsunami as well as aftershocks resulted
in substantial damage and loss of life in Japan. Nuclear power
plants were also affected, leading to a nuclear crisis in the
areas surrounding the affected power plants. The stock markets
have already reacted to the developments in Japan and most of
the major indices have declined. SAPs share price
experienced a similar decline since then. At the time this
statement is given there were no reliable predictions on the
further development of this situation and resulting impacts.
As a result we cannot judge the impact this natural disaster may
have on our business for Q1 2011 and beyond, but it may
negatively impact our financial position, cash flow and result
of operations as well as stock price.
In addition, a catastrophic event that results in the loss of
significant percentages of personnel or the destruction or
disruption of operations at our headquarters or other key
locations could affect our ability to provide normal business
services and to generate the expected income.
Market
Risks
If our established customers do not buy additional software
products, renew maintenance agreements, or purchase additional
professional services, our business, financial position, profit,
or cash flows could be negatively impacted.
Our large installed customer base traditionally generates
additional new software, maintenance, consulting, and training
revenue. In 2010, we continued to offer a wide range of support
services. To achieve our business goals, we depend materially on
the success of our
support portfolio and on our own ability to deliver high-quality
services. If existing customers cancel or do not renew their
maintenance contracts, or if they seek alternative offerings
from other vendors or decide not to buy additional products and
services, this will have a material negative impact on our
business, financial position, profit, or cash flows.
Our market share and profit may decline due to intense
competition and consolidation in the software industry.
The software industry continues to evolve rapidly, due to
consolidation and technological innovation. As a result, the
market for our products and services remains intensely
competitive. Over the last decade, we have expanded from our
traditional large enterprise resource planning (ERP) offerings
to new products and services, like on demand and on device,
which expose us to competitors varying in size, geographic
location, and specialty. Competitors may gain market share
because of acquisitions, or because the growing popularity of
new development models, such as service-oriented architecture
(SOA), and new delivery and licensing models, such as software
as a service (SaaS), business process outsourcing (BPO), and
cloud computing, enables them to also offer integrated package
solutions that compete with ours. For example, IBM, Microsoft
and Oracle have acquired companies to extend their solutions
portfolios or market share, which has increased competitive
pressure on SAP. SaaS providers such as Salesforce.com, part of
a growing SaaS ecosystem for applications, also compete with SAP
for segment share. Cloud computing is driving fast adoption of
Web-based business models. Any company can orchestrate or own
end-to-end
value chains and so impact our key growth markets. Aggressive
tactics by mobile device and platform providers could impact the
market potential for SAP in mobile applications and could cut
SAP off from potential revenue sources. Current and potential
competitors are establishing or may in the future establish or
extend cooperative relationships among themselves or with third
parties to better address their customers needs.
17
Part I
Item 3
This increased competition could result in increased price
pressure, cost increases, and loss of market share for SAP.
Business
Strategy Risks
Demand for our new products may not develop as planned and
our strategy for new markets, new business models, and new
consumption models may not be successful.
The demand for, and customers acceptance of, the products
and services we have recently introduced are subject to a high
level of uncertainty. Our strategy centers on innovating on our
stable core, and developing business applications on
premise, on demand, on device, and orchestration. In that
context, introducing new business and consumption models,
expanding our partner ecosystem, and creating the infrastructure
for volume business are all of great importance. Despite our
efforts, demand for our products and services may fail to
develop as planned, and this could have a material negative
impact on our business, financial position, income, or cash
flows. In addition, entering new market segments exposes us to
the risks associated with developing and launching new products.
For more information, see the Product Risks section.
If we fail to develop new relationships and enhance existing
relationships with channel partners, software suppliers, system
integrators, value-added resellers, and independent software
vendors (ISVs) that contribute to the sale of our products and
services, our business, financial position, profit, or cash
flows may be adversely impacted.
We have entered into cooperation agreements with channel
partners and leading software and hardware vendors. Most of
these agreements are of relatively short duration and are
nonexclusive. The parties concerned typically maintain similar
arrangements with our competitors, and some are our competitors.
Additionally, we maintain a network of ISVs that develop their
own business applications for the SAP NetWeaver technology
platform. These
third-party relationships carry numerous risks. For example:
|
|
|
|
|
The relevant counterparties may not renew their agreements with
us at all or on terms acceptable to us
|
|
|
|
The relevant counterparties may fail to provide high-quality
products and services
|
|
|
|
The relevant counterparties may not devote sufficient resources
to promote, sell, support, and integrate their products within
our portfolio
|
If one or more of these risks materialize, the marketing of and
demand for our products and services may be negatively impacted,
and we may not be able to compete successfully with other
software vendors, which could harm our reputation or negatively
impact our business, financial position, profit, or cash flows.
Human
Capital Risks
If we do not effectively manage our geographically dispersed
workforce, our business may not operate efficiently, and this
could have a negative impact on our profit.
Our success is dependent on appropriate alignment of our
workforce planning process and location strategy with our
general strategy. Changes in headcount and infrastructure needs
could result in a mismatch between our expenses and revenue. It
is critical that we manage our internationally dispersed
workforce effectively; otherwise our business may not operate
efficiently. That could have a negative impact on our financial
position, profit, or cash flows.
If we are unable to attract and retain management and
employees with specialized knowledge and technology skills, we
may not be able to manage our operations effectively or develop
successful new products and services.
Our highly qualified employees and managers provide the
foundation for our continued success. Competition in our
industry for highly
18
Part I
Item 3
skilled and specialized personnel and leaders is intense. If we
are unable to attract well-qualified personnel, or if our highly
skilled and specialized personnel leave SAP and qualified
replacements are not available, we may not be able to manage our
operations effectively or develop successful new products and
services. This is particularly true as we continue to introduce
new and innovative technology offerings. Hiring such personnel
may also expose us to claims by other companies seeking to
prevent their employees from working for a competitor.
Organizational
and Governance-Related Risks
Corporate governance laws and regulatory requirements in
Germany, the United States, and elsewhere have become much more
onerous.
As a stock corporation domiciled in Germany with securities
listed in Germany and the United States, we are subject to
German, U.S., and other governance-related regulatory
requirements. The standards have become significantly more
onerous in recent years, notably with the implementation of the
U.S. Sarbanes-Oxley Act and the U.S. Dodd-Frank Act
and an increasingly more rigorous application of the
U.S. Foreign Corrupt Practices Act, and the increasing
degree of regulation in Germany. The rules are highly complex,
and there can be no assurance that we will not be held in breach
of regulatory requirements if, for example, individual employees
behave fraudulently or negligently, or if we fail to comply with
certain formal documentation requirements. Any related
allegations of wrongdoing against us, whether merited or not,
could have a material negative impact on our reputation as well
as on the trading price of our common stock and ADRs.
SAPs sustainability strategy may be difficult to
maintain, and a failure by us to meet customer or partner
expectations or generally accepted sustainability standards
could have an adverse impact on our results of operations, our
business, and our reputation.
For SAP, sustainability is a management approach that guides our
engagement in new
business opportunities holistically encompassing
profitable growth, environmental value, and societal benefit.
Therefore, we address sustainability risks, especially relating
to:
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Climate change and other environmental issues like energy
management, water use, and waste
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Corporate integrity
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Human resource management, including health, safety, diversity,
and employee satisfaction
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The ethical behavior of suppliers
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Customer satisfaction
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The accessibility and safety of our products
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Privacy and data protection in connection with the use of SAP
products
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If our sustainability strategy as described in our
online 2010 SAP Sustainability Report
(www.sapsustainabilityreport.com) is not
sufficient to meet the expectations of our customers, investors,
and partners, or generally accepted sustainability standards,
this could harm our reputation and have an adverse impact on our
business, profit, financial position, or cash flows.
Principal shareholders may be able to exert control over our
future direction and operations.
If SAP AGs principal shareholders and the holdings of
entities controlled by them vote in the same manner, this could
delay, prevent or facilitate a change in control of SAP or other
significant changes to SAP AG or its capital structure. See
Item 7. Major Shareholders and Related-Party
Transactions Major Shareholders for further
information.
Sales of ordinary shares by principal shareholders could
adversely affect the price of our capital stock.
The sale of a large number of ordinary shares by any of the
principal shareholders and related entities could have a
negative effect on
19
Part I
Item 3
the trading price of our ADRs or our ordinary shares. We are not
aware of any restrictions on the transferability of the shares
owned by any of the principal shareholders or related entities.
U.S. judgments may be difficult or impossible to enforce
against us or our Board members.
Currently, except for Bill McDermott and Vishal Sikka, all
members of SAP AGs Executive Board and all members of the
Supervisory Board are non-residents of the United States. A
substantial portion of the assets of SAP and our Board members
are located outside the United States. As a result, it may not
be possible to effect service of process within the United
States upon
non-U.S. resident
persons or SAP or to enforce against
non-U.S. resident
persons judgments obtained in U.S. courts predicated upon
the civil liability provisions of the securities laws of the
United States. In addition, awards of punitive damages in
actions brought in the United States or elsewhere may be
unenforceable in Germany.
Communication
and Information Risks
We may not be able to prevent unauthorized disclosure of our
future strategies, technologies, and products, or of information
that is subject to data protection or privacy law, and such
disclosure may harm our business.
We have taken a range of measures to mitigate the risk that
internal confidential communications and information about
sensitive subjects, such as our future strategies, technologies,
and products, or information that is subject to data protection
or privacy law, are improperly or prematurely disclosed to the
public. However, there is no guarantee that the protective
mechanisms we have established will work in every case. Our
competitive position could sustain serious damage if, for
example, confidential information about the future direction of
our product development becomes public knowledge, resulting in
reduced revenue in the future. Any such premature disclosure
could have a negative impact on our business, assets, profit, or
cash flows.
Financial
Risks
Our revenue mix may vary and may negatively impact our profit
margins.
Variances or slowdowns in our software license sales may
negatively impact current or future revenue from maintenance and
services, since such revenue typically follows and is dependent
on software sales. Any decrease in the percentage of our total
revenue derived from software licensing could have a material
negative impact on our business, financial position, income, or
cash flows. We have introduced new licensing and deployment
models such as on-demand and subscription models which typically
result in revenue being recognized over an extended period. A
significant portion of the related cost of developing,
marketing, and providing our solutions to customers under such
new models could be incurred prior to the recognition of
revenue, thus impacting our profit margin in the short term.
An economic downturn may impact our liquidity and increase
the default risk associated with and the valuation of our
financial assets and trade receivables.
An economic downturn may negatively impact our future liquidity.
We use global centralized financial management to control liquid
assets, interest, and currencies. The primary aim is to maintain
liquidity in the Group at a level that is adequate to meet our
obligations. Our total group liquidity was
3.5 billion on December 31, 2010. This position
is supported by our strong operating cash flow, of which a large
part is of a recurring nature, and by credit facilities on which
we can draw if necessary.
However, an economic downturn could increase the default risk
associated with our total group liquidity. That could negatively
impact the valuation of our financial assets. SAPs
investment policy with regard to total Group liquidity is set
out in our internal treasury guideline document, which is a
collection of uniform rules that apply globally to all companies
in the Group. Among its stipulations, it requires that we invest
only in assets and funds
20
Part I
Item 3
rated A- or better. The weighted average rating of our total
group liquidity is in the range AA- to A+. We pursue a policy of
cautious investment characterized by wide portfolio
diversification with a variety of counterparties, predominantly
short-term investments, and standard investment instruments.
An economic downturn could increase the default risk associated
with trade receivables. That could negatively impact the
valuation of our trade receivables. SAPs receivables
management policy is set out in our internal credit management
and accounting guideline documents, which are collections of
uniform rules that apply globally to all companies in the Group.
There can be no assurance that the prescribed measures will be
successful or that uncertainty in global economic conditions
will not negatively impact our business, financial position,
profit, or cash flows.
Managements use of estimates may affect our profit and
financial position.
To comply with IFRS and German GAAP, management is required to
make many judgments, estimates, and assumptions. The facts and
circumstances on which management bases these estimates and
judgments, and managements judgment regarding the facts
and circumstances, may change from time to time and this may
result in significant changes in the estimates, with a potential
negative impact on our financial position or profit. For more
information, see the Notes to the Consolidated Financial
Statements section, Note (3c).
Current and future accounting pronouncements and other
financial reporting standards, especially but not only
concerning revenue recognition, may adversely affect the
financial results we present.
We regularly monitor our compliance with all of the financial
reporting standards that are applicable to us and any new
pronouncements that are relevant to us. As a result, we might be
required to change our internal accounting policies,
particularly concerning
revenue recognition, to alter our operational policy so that it
reflects new or amended financial reporting standards, or to
restate our published financial accounts. We cannot exclude the
possibility that this may have a material impact on our assets,
financial position, profit, or cash flows. For a summary of
significant accounting policies, see the Notes to the
Consolidated Financial Statements section, Note (3).
Because we conduct operations throughout the world, our
assets, profit, or cash flows may be affected by currency and
interest rate fluctuations.
Our Group-wide management and external financial reporting is in
euros. Nevertheless, a significant portion of our business is
conducted in currencies other than the euro. Approximately 67%
of our revenue in 2010 was attributable to operations outside
the euro area and was translated into euros. Consequently,
period-over-period
changes in the euro rates for particular currencies can
significantly affect our reported revenue and income. In
general, appreciation of the euro relative to another currency
has a negative effect while depreciation of the euro relative to
another currency has a positive effect. Variable-interest
balance-sheet items are also subject to changes in interest
rates, so there is a risk that these balance-sheet items may
result in a negative impact on our assets, profit, or cash
flows. For more information about our currency and interest-rate
risks and our related hedging activity, see the Notes to the
Consolidated Financial Statements section, Notes
(25) and (26).
The cost of using derivative instruments to hedge share-based
compensation plans may exceed the benefits of hedging them.
We use derivative instruments to reduce the impact of our
share-based compensation plans on our income statement and to
limit future expense associated with those plans. We decide case
by case whether and to what extent we seek to hedge this risk.
However, we cannot exclude the possibility that the expense of
hedging the share-based compensation plans
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Part I
Item 3
may exceed the benefit achieved by hedging them or that a
decision to leave the plans materially unhedged may prove
disadvantageous.
Our sales are subject to quarterly fluctuations and our sales
forecasts may not be accurate, which could cause our revenue and
results of operations to fall below our and investors
expectations.
Our revenue and operating results can vary and have varied in
the past, sometimes substantially, from quarter to quarter. Our
revenue in general, and in particular our software revenue, is
difficult to forecast for a number of reasons, including:
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the relatively long sales cycles for many of our products;
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the large size and extended timing of individual license
transactions;
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the timing of the introduction of new products or product
enhancements by us or our competitors;
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changes in customer budgets;
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seasonality of a customers technology purchases; and
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other general economic, social and market conditions, such as
the global economic crisis.
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As many of our customers make and plan their IT purchasing
decisions at or near the end of calendar quarters, and with a
significant percentage of those decisions being made during the
fourth quarter, even a small delay in purchasing decisions could
have a material adverse effect on our results of operations.
While our dependence on single, large scale sales transactions
has decreased in recent years due to a relative increase in the
number of license transactions and a decrease in average deal
size concluded by SAP, we cannot guarantee that our results will
not be adversely affected by the loss or delay of one or a few
large sales, which continue to occur especially in the large
enterprise segment.
We use a pipeline system to forecast sales and
trends in our business. While this pipeline analysis may provide
us with some guidance in business planning, budgeting and
forecasting, these pipeline estimates do not necessarily
consistently correlate to revenue in a particular quarter and
could cause us to improperly plan, budget or forecast. Because
our operating expenses are based on anticipated revenue levels
and because a high percentage of our expenses are relatively
fixed in the near term, any shortfall in anticipated revenue or
delay in recognition of revenue could result in significant
variations in our results of operations from quarter to quarter
or year to year. Deterioration in global economic conditions
would make it increasingly difficult for us to accurately
forecast demand for our products and services, and could cause
our revenue, results of operations and cash flows to fall short
of our expectations and public forecasts, which could have a
negative impact on our stock price. In 2009, we limited our
expenditures to respond to the global economic crisis. However,
we increased our expenditures in 2010 and may in the future
continue to increase the following expenditures in comparison to
2009 depending on, among other things, economic conditions,
ongoing results and evolving business needs:
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expansion of our operations;
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research and development directed towards new products and
product enhancements; and
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development of new deployment models, particular on demand and
on device, and new distribution and resale channels,
particularly for small and midsize enterprises.
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To the extent any future expenses precede or are not
subsequently followed by increased revenue, our quarterly or
annual operating results may be materially adversely affected
and may vary significantly from preceding or subsequent periods.
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Part I
Item 3
The market price for our ADRs and ordinary shares may be
volatile.
The trading prices of our ADRs and ordinary shares have
experienced and may continue to experience significant
volatility in response to various factors including, but not
limited to:
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the announcement of new products or product enhancements by us
or our competitors;
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technological innovation by us or our competitors;
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quarterly variations in our results of operations or results
that fail to meet our or our financial analysts
expectations;
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changes in revenue and revenue growth rates on a consolidated
basis or for specific geographic areas, business units, products
or product categories;
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changes in our externally communicated outlook;
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changes in our capital structure, for example due to the
potential future issuance of addition debt instruments;
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general market conditions specific to particular industries;
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litigation to which we are a party;
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general and country specific economic or political conditions
(particularly wars, terrorist attacks, etc.);
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proposed and completed acquisitions or other significant
transactions by us or our competitors; and
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general market conditions.
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Many of these factors are beyond our control. In the past,
companies that have experienced volatility in the market price
of their stock have been subject to shareholder lawsuits
including securities class action litigation. Any such lawsuits
against us, with or without merit, could result in substantial
costs and the diversion of managements attention and
resources,
resulting in a decline in our results of operations and our
stock price.
Project
Risks
Implementation of SAP software often involves a significant
commitment of resources by our customers and is subject to a
number of significant risks over which we often have no
control.
These risks include, for example:
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Our SAP trained consultants may not be immediately available to
assist customers in the implementation of our products
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The features of the implemented software may not meet the
expectations or the software may not fit the business model of
the customer
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Third-party consultants may not have the expertise or resources
to successfully implement the software
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Customer-specific factors may destabilize the implementation of
the software
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Customers and partners may not implement the measures offered by
SAP to safeguard against technical risks
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As a result of these and other risks, some of our customers have
incurred significant third-party consulting costs in connection
with the purchase and installation of SAP software products.
Also, some customers implementation projects have taken
longer than planned. We cannot guarantee that we can reduce or
eliminate protracted installation or significant third-party
consulting costs, that shortages of our trained consultants will
not occur, or that our costs will not exceed the agreed fees on
fixed-price contracts. Unsuccessful customer implementation
projects could result in claims from customers, harm SAPs
reputation, and cause a loss of future revenues.
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Part I
Item 3
Product
Risks
Undetected security flaws in our software may be exploited by
other persons, damaging SAP or our customers.
Our products include security features that are intended to
protect the privacy and integrity of our customers data.
Despite these security features, our products may be vulnerable
to attacks by unauthorized individuals or organizations. Such
attacks or other disruptions could jeopardize the security of
information stored in and transmitted through the computer
systems of our customers or business partners and lead to
significant claims against us for damages. Despite testing prior
to their release, our software products may contain security
flaws, particularly when first introduced or when new versions
are released. Actual or alleged defects could expose us to
product liability claims, warranty claims, and harm to our
reputation that could impact our future sales of products and
services.
We use technologies under license from third parties. The
loss of the right to use technologies could delay implementation
of our products or force us to pay higher license fees.
We have taken numerous third-party technologies under license
and incorporated them into our products. We may be highly
dependent on those technologies in the aggregate. There can be
no assurance that the licenses for these third-party
technologies will not be terminated, that the licenses will be
available in the future on terms acceptable to us, or that we
will be able to license third-party software for future
products. Changes to or the loss of third-party licenses could
lead to a material increase in the cost of licensing, or SAP
software products may become unusable or materially reduced in
their functionality. As a result, we may need to incur
additional development or licensing costs to ensure the
continued functionality of our products. The risks increase
where we acquire a company or a companys intellectual
property assets that have been subject to third-party technology
licensing
and product standards less rigorous than our own.
If we are unable to keep up with rapid technological
innovations and the expectations of our customers, we may not be
able to compete as effectively as our competitors.
Our future success depends in part on our ability to:
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Continue to enhance and expand our existing products and services
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Develop and introduce new products and provide new services that
satisfy increasingly sophisticated customer requirements, keep
pace with technological developments, and are accepted in the
market
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There can be no assurance that we will bring new solutions,
solution enhancements, and services to market before our
competitors, or that we will be able to generate enough revenue
to offset the significant research and development costs we
incur in bringing products and services to market. We may not
anticipate and develop technological improvements. In addition,
we may not succeed in adapting our products to technological
change, changing regulatory requirements, emerging industry
standards, and changing customer requirements. Finally, we may
not succeed in producing high-quality products, enhancements,
and releases in a timely and cost-effective manner to compete
with applications and other technologies offered by our
competitors.
Undetected defects or delays in new products and product
enhancements may result in increased costs to us and reduced
demand for our products.
To achieve customer acceptance, our new products and product
enhancements often require long development and testing periods.
Development work is subject to various risks. For example,
scheduled market launches could be delayed, or products may not
completely satisfy our stringent quality standards, meet market
needs or the expectations of customers, or comply with local
standards and requirements. New products may contain undetected
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Part I
Item 3
defects or they may not be mature enough to process large
volumes of data. In some circumstances, we may not be in a
position to rectify such defects or entirely meet the
expectations of customers. As a result, we may be faced with
customer claims for cash refunds, damages, replacement software,
or other concessions. The risk of defects and their adverse
consequences may increase as we seek to introduce a variety of
new software products simultaneously. Significant undetected
defects or delays in introducing new products or product
enhancements could affect market acceptance of SAP software
products, and could have a material negative impact on our
business and reputation.
The use of SAP software products by customers in
business-critical applications and processes and the relative
complexity of our software products creates a risk that
customers or third parties may pursue warranty, performance, or
other claims against us for actual or alleged defects in SAP
software products, in our provision of services, or in our
application hosting services. We have in the past been, and may
in the future be, subject to warranty, performance, or other
similar claims.
Although our contracts generally contain provisions designed to
limit our exposure arising out of actual or alleged defects in
SAP software products or in our provision of services, these
provisions may not cover every eventuality or be effective under
the applicable law. Regardless of its merits, any claim could
entail substantial expense and require the devotion of
significant time and attention by key management personnel.
Publicity surrounding such claims could affect our reputation
and the demand for our software.
Our technology platform strategy may not succeed or may make
some of our products less desirable.
The success of SAPs expanded technology platform (which,
in addition to traditional SAP NetWeaver components, now
includes the Sybase Unwired Platform, as well as an on-demand
platform and in-memory computing
technology) depends on our ability to maintain a dynamic network
of independent software vendors developing their own business
applications using SAP platform technology. As with any open
platform design, the greater flexibility provided to customers
to use data generated by non-SAP software might reduce customer
demand to select and use certain SAP software products. If
SAPs technology platform strategy is not well received by
customers, if competitors develop superior technology, or if our
solutions have significant defects, this could have a material
adverse impact on our business, financial position, profit, or
cash flows.
Other
Operational Risks
Third parties may claim we infringe their intellectual
property rights; that could result in damages being awarded
against us and limit our ability to utilize certain technologies
in the future.
Third parties have claimed, and may claim in the future, that we
have infringed their intellectual property rights. We believe
our software products will increasingly be subject to such
claims as the number of products in our industry segment grows,
and as we expand into new industry segments with our products,
resulting in greater overlap in the functional scope of products.
Any claims, with or without merit, and negotiations or
litigation relating to such claims, could preclude us from
utilizing certain technologies in our products, be
time-consuming, result in costly litigation, or require us to
pay damages to third parties and, under certain circumstances,
pay fines. They could also require us to enter into royalty and
licensing arrangements on terms that are not favorable to us,
cause product shipment delays, subject our products to
injunctions, require a complete or partial redesign of products,
result in delays to our customers investment decisions,
and damage our reputation.
Software includes many components or modules that provide
different features and perform different functions. Some of
these features
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Part I
Item 3
or functions may be subject to intellectual property rights. The
rights of another party could encompass technical aspects that
are similar to one or more technologies in one or more of our
products. We cannot exclude the possibility that, in the future,
intellectual property rights of third parties may preclude us
from utilizing certain technologies in our products or require
us to enter into royalty and licensing arrangements on
unfavorable or expensive terms.
Alongside our global compliance team, we have an intellectual
property compliance team, tasked to assess and control
third-party IP compliance risks by investigating our practice,
establishing internal policy, and monitoring policy compliance.
The software industry is making increasing use of open source
software in its development work on solutions. We also integrate
certain open source software components from third parties into
our software. Open source licenses may require that the software
code in those components or the software into which they are
integrated be freely accessible under open source terms. We
cannot exclude the possibility that third-party claims may
require us to make freely accessible under open source terms a
product of ours or non-SAP software upon which we depend. We
cannot exclude the possibility of a resultant material impact on
our assets, financial position, or profit.
Claims and lawsuits against us may have adverse outcomes.
A variety of claims and lawsuits are brought against us,
including claims and lawsuits involving businesses we have
acquired. Adverse outcomes in some or all of the claims and
lawsuits pending against us might result in the award of
significant damages or injunctive relief against us that could
negatively impact our ability to conduct our business. We have
recorded a provision of 997 million for the
TomorrowNow litigation. We currently believe that resolving all
other claims and suits will have no material adverse effect,
either individually or in aggregate, on our business, financial
position, profit, or cash flows. However, the outcome of
litigation and other claims or lawsuits is intrinsically subject
to considerable uncertainty. Managements view of the
litigation may also change in the future. Actual outcomes of
litigation and other claims or lawsuits may differ from the
assessments made by management in prior periods, which could
result in a material negative impact on our business, financial
position, profit, cash flows, or reputation.
We might not acquire and integrate companies effectively or
successfully and our strategic alliances might not be
successful.
To complement or expand our business, we have in the past made
acquisitions of businesses, products, and technologies. We
expect to continue to make such acquisitions in the future.
Managements negotiation of potential acquisitions and
alliances and integration of acquired businesses, products, or
technologies demands time, focus, and resources of management
and of its workforce. Acquisitions carry many additional risks.
These include, among others:
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It may not be possible to successfully integrate the acquired
business, and its different business and licensing models.
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It may not be possible to integrate the acquired technologies or
products with current products and technologies.
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It may not be possible to retain key personnel of the acquired
business.
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We may assume material unknown liabilities and contingent
liabilities of acquired companies, including legal, tax,
intellectual property, or other significant liabilities that may
not be detected by the due diligence process.
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We may incur debt or significant cash expenditures.
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We may have difficulty implementing, restoring, or maintaining
internal controls, procedures, and policies.
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Part I
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There may be a negative impact on relationships with customers,
partners, or third-party providers of technology or products.
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We may have difficulty integrating the acquired companys
accounting, human resource, and other administrative systems.
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There may be regulatory constraints.
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The acquired business may have practices or policies that are
incompatible with our compliance requirements.
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In addition, acquired businesses might not perform as
anticipated, resulting in charges for the impairment of goodwill
and other intangible assets. Such charges may have a significant
negative impact on operating margins and income. Furthermore, we
have entered into, and expect to continue to enter into,
alliance arrangements for a variety of purposes including the
development of new products and services. There can be no
assurance that any such products or services will be
successfully developed or that we will not incur significant
unanticipated liabilities in connection with such arrangements.
We may not be successful in overcoming these risks and we may
therefore not benefit as anticipated from acquisitions or
alliances. We cannot exclude the possibility that our business,
financial position, profit, or cash flows will be negatively
impacted.
Our IT security measures may be breached or compromised, and
we may sustain unplanned IT system unavailability.
Our core processes, such as software development, sales and
marketing, customer service, and financial transactions, rely on
our IT infrastructure and IT applications. Outage of our
infrastructure may be caused by malicious software, sabotage,
natural disasters, or the failure of an underlying technology
(such as the Internet). Such events could lead to a substantial
denial of service giving rise to production downtime, recovery
costs, and customer claims. This could have a negative impact on
our assets, financial position, profit, or cash flow,
We may be subject to attacks that degrade or deny our
users access to our products and services or result in
theft or misuse of intellectual property and confidential
data.
SAP products and services, including those used by our customers
on the Internet, rely on our IT infrastructure and applications.
Unauthorized users may seek, by masquerading as authorized
users, to gain access to our systems and introduce malicious
software or steal, use without authorization, and sabotage our
intellectual property and confidential data. A breach of our IT
security could lead to loss of production, to recovery costs, or
to litigation brought by customers or business partners, which
could have a negative impact on our financial position or profit.
We may not be able to obtain adequate title to or licenses
in, or to enforce, intellectual property.
We use a variety of means to protect our intellectual property.
These include applying for patents, registering trademarks and
other marks and copyright and rights of authorship, taking
certain action to stop copyright and trademark infringement,
entering into licensing, confidentiality, and nondisclosure
agreements, and deploying protection technology. Despite our
efforts, there can be no assurance that we can prevent third
parties from obtaining, using, or selling without authorization
what we regard as our proprietary technology and information.
All of these measures afford only limited protection, and our
proprietary rights could be challenged, invalidated, held
unenforceable, or otherwise affected. Some intellectual property
may be vulnerable to disclosure or misappropriation by
employees, partners, or other third parties. There can also be
no assurance that third parties will not independently develop
technologies that are substantially equivalent or superior to
our technology. Also, it may be possible for third parties to
reverse-engineer or otherwise obtain and use technology and
information that we regard as proprietary. Accordingly, we might
not be able to protect our proprietary rights against
unauthorized third-party copying or utilization, which could
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Part I
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4
negatively impact our competitive position and our financial
position, and result in reduced sales. Any legal action we bring
to enforce our proprietary rights could be costly, distract
management from
day-to-day
operations, and lead to claims against us, which could
negatively impact our income. Such actions by us could also
involve enforcement against a partner or other third party,
thereby adversely affecting our ability, and our customers
ability, to use that partners or other third parties
products. In addition, the laws and courts of certain countries
may not offer effective means to enforce our intellectual
property rights.
We may not be able to protect our critical information or
assets or safeguard our business operations against
disruption.
As a global software business, we are to a substantial extent
dependent on the exchange of a wide range of information and on
the availability of our communications and IT networks. We have
implemented a number of barriers designed to ensure the security
of our information, IT resources, and other assets. Nonetheless,
there is a danger of industrial espionage, misuse, or theft of
information or assets, or damage to assets by trespassers in our
facilities or by people who have gained authorized access to our
facilities, systems, or information. Any misuse, theft, or
breach of security could have a negative impact on our business,
financial position, profit, or cash flows.
Our insurance coverage may not be sufficient to prevent claim
settlements from negatively impacting our financial position,
profit, or cash flows.
We maintain insurance coverage against a diverse portfolio of
risks. Our objective is to ensure that financial effects of
occurrences are excluded or minimized to the extent practicable
at reasonable cost. Despite these measures, certain categories
of risks are not currently insurable at reasonable cost. Even if
we obtain insurance, our coverage may be subject to exclusions
that limit or prevent our indemnification under the policies.
Further, we cannot guarantee the ability of the insurance
companies to meet their liabilities from claims. If this risk
materializes, it may have a significant negative impact on our
business, financial position, profit, or cash flows.
We may incur losses in connection with venture capital
investments.
We plan to continue investing in technology businesses. Many of
these enterprises currently generate net losses and require
additional capital outlay from their investors. Changes to
planned business operations have in the past, and also may in
the future, affect the performance of companies in which SAP
holds investments, and that could negatively affect the value of
our investments. Moreover, for tax purposes, the use of capital
losses and impairments of equity securities is often restricted,
which may negatively affect our effective tax rate.
ITEM 4.
INFORMATION ABOUT SAP
Our legal corporate name is SAP AG. SAP AG is translated in
English to SAP Corporation. SAP AG, formerly known as SAP
Aktiengesellschaft Systeme, Anwendungen, Produkte in der
Datenverarbeitung, was incorporated under the laws of the
Federal Republic of Germany in 1972. Where the context requires
in the discussion below, SAP AG refers to our predecessors,
Systemanalyse und Programmentwicklung GbR
(1972-1976)
and SAP Systeme, Anwendungen, Produkte in der Datenverarbeitung
GmbH
(1976-1988).
SAP AG became a stock corporation (Aktiengesellschaft) in
1988. Our principal executive offices, headquarters and
registered office are located at Dietmar-Hopp-Allee 16, 69190
Walldorf, Germany. Our telephone number is +49-6227-7-47474.
In July, we acquired Sybase, a U.S. company headquartered
in Dublin, California (United States). Sybase delivers a
range of solutions to ensure that customer information is
securely managed and mobilized, including enterprise and mobile
databases, middleware, synchronization, encryption and device
management software, and mobile messaging services. The
combination of SAP and Sybase solutions offer customers a
complete and
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4
optimized high-performance business analytics infrastructure. In
addition, as part of our activities to reduce the number of
legal entities in the SAP group, in 2010 we integrated certain
subsidiaries into the following significant SAP subsidiaries:
SAP Canada Inc., SAP America, Inc. and SAP Labs France S.A.
For a (i) description of our principal capital expenditures
and divestitures for the last three years, including the amount
invested until the date of this report and (ii) a
discussion of our principal capital expenditures and
divestitures currently in progress, including the distribution
of these investments geographically and the method of financing,
see Item 4. Information About SAP
Description of Property Capital
Expenditures.
THE SAP
GROUP OF COMPANIES
SAP is the world leader in enterprise applications in terms of
software and software-related service revenue. Based on market
capitalization, we are the worlds third-largest
independent software manufacturer. We have more than 109,000
customers in over 120 countries. The SAP Group includes
subsidiaries in every major country and employs more than
53,000 people. Newly acquired Sybase operates as an
independent business unit.
BUSINESS
ACTIVITY AND ORGANIZATIONAL STRUCTURE
Business
Activity
Our core business is selling licenses for software solutions and
related services to deliver a broad range of choices fitting the
varying functional needs of our customers. Our solutions, which
cover standard business applications and technologies, as well
as specific industry applications, are designed to help
companies make their business processes more efficient and
agile, enable real-time decision making, and create sustainable
new value. In-memory technology across our data management
offerings enables customers to instantaneously access the data
that they need, where they need it, when they need it.
Our product portfolio is based on delivering our solutions on
premise, on demand, and on device. We offer the following key
software applications for those deployment and consumption
options with complete orchestration of data and processes across
all of the operating environments:
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SAP Business Suite software is designed for use by large
organizations and international corporations. The software
supports core business operations ranging from supplier
relationships to production, warehouse management, sales, and
all administrative functions, through to customer relationships.
We offer specific solutions for industries, for instance,
banking, high tech, oil and gas, utilities, chemicals,
healthcare, retail, consumer products, and the public sector.
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SAP Business
All-in-One
solutions, the SAP Business ByDesign solution, and the SAP
Business One application address the needs of small businesses
and midsize companies.
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The SAP BusinessObjects portfolio covers a variety of demands
for small to large companies with solutions for business users
who need to analyze and report information, make informed
strategic and tactical decisions, build business plans, and
manage risk and compliance.
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SAP solutions for sustainability help enable organizations
sustainability initiatives. These solutions include the
measurement of sustainability key performance indicators, energy
and carbon management, and solutions for product safety,
environment, health, and safety.
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The SAP NetWeaver technology platform integrates information and
business processes across diverse technologies and
organizational structures.
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Sybase delivers mission-critical enterprise software and
services to manage,
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analyze and mobilize information. With Sybase software,
companies migrate to wireless communication in which critical
information and applications are available on mobile devices at
any time.
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Organizational
Structure
Our legal corporate name is SAP AG. SAP is headquartered in
Walldorf, Germany. Our Company is structured along the following
areas, which work seamlessly together:
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Technology & Innovation Platform
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Products & Solutions
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Global Customer Operations
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Chief Operations Office
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Global Finance & Administration
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Human Resources
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On Device & Sybase
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SAP markets and distributes its products and services primarily
through a worldwide network of local subsidiaries, which are
licensed to distribute SAP products to customers in defined
territories. Under their license agreements, the subsidiaries
pass on to the licensor a certain percentage of the revenue
generated by distributing the products. Distributorship
agreements are in place with independent resellers in some
countries.
For a complete list of subsidiaries, associates, and other
equity investments, see the Notes to the Consolidated Financial
Statements section, Note (34).
Our management reporting breaks our activities down into four
segments: Product, Consulting, Training, and Sybase. For more
information about our segments, see the Notes to the
Consolidated Financial Statements section, Note (29).
Mission
and Strategy
Market
The market for enterprise application software is a global
growth market impacted by the very trends that shape the world
economy.
Today, a multitude of market forces are converging to change how
business is run: the emergence of fast-growing new economies, an
operating environment that is more unpredictable, connected and
digitized, tension between rapidly rising resource consumption
and sustainability, an unprecedented explosion in data across
business and society, and a workforce that expects more from
technology and applications. To compete, businesses must
transform around changing customer expectations, bring
innovative and competitive products to market, and continuously
optimize their own structures and processes internally and
across their business network. Only with leading-edge technology
solutions, can companies successfully compete and win in the new
global marketplace.
Trends
and Orientation
Given this market context, companies need to reinvent how they
structure their business model whether it is a move
to the emerging markets or entry into completely new, unfamiliar
industries, or whether it is learning how to compete as a
network of companies versus an individual company. At the same
time, todays customer marketplace and society are
demanding openness from the public and private sector alike;
transparency and strong governance have become business
imperatives.
Technology will be critical as companies implement their
strategies. We believe that three major technology trends will
come together in the next three to five years: In-memory
computing, mobility, and cloud, and that these trends will
represent the biggest generational shift since moving from
mainframe to client/server in the early 1990s. We believe that
these technology breakthroughs will not just support companies
in innovating their business, but will actually drive business
change. Companies will need to take advantage of and contend
with the speed at which people and customers are connecting in
new ways using mobile devices. Speed is increasing as mobile
adoption on-device access is ramping up
at a rate faster than the PC and Internet in
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former times. Todays powerful and location-aware smart
devices will impact how business is conducted.
Accompanying the speed and increasing consumption rates of
technology is a dramatic explosion of data. In an increasingly
connected world, people, machines, devices, and other physical
items will produce information at ever-increasing speeds and
intensity. Businesses small and large, private and
public will need to analyze this vast volume of data
in real time to drive meaningful insight, capitalize on the
opportunity that the data represents, and make educated
decisions. In-memory computing represents a sea change in
computing. It takes advantage of the advances in storage
technology that allows enormous amounts of data to be stored in
the main memory thus reducing access time to that data. In the
future, it will allow companies to analyze their transactional
data from core ERP systems in real time.
Companies will continue to focus on operating more efficiently
and sustainably throughout their business network. The advent of
cloud computing and virtualization represent a new consumption
and delivery model for IT services based on the Internet.
Private and public cloud infrastructures allow for the
sustainable consumption of services as they are
needed on-demand thus avoiding
infrastructure and implementation costs and reducing energy
waste on idle technology.
Technology solutions are at the core of these trends, helping
companies improve their decision making based on more data,
linking strategy to execution, and mobilizing the workforce, all
at a lower cost and increased pace necessary to conduct business
in the new global marketplace.
Mission
Our mission is to make every customer a best-run business. As
many companies depend on our solutions and services to run their
businesses today, we intend to help them meet the business
challenges of tomorrow. By designing solutions that work on any
device and appeal to
a new market of business users, we are working to better enable
the technology-savvy workforce, driving increased value and
productivity for both corporations and the individuals that work
for them.
By leveraging innovative technologies and services to help
companies become best-run businesses, we help customers around
the globe perform at a significantly higher level of
effectiveness and efficiency. In reaching for this goal, we are
also contributing to global economic development on a grand
scale. SAPs portfolio of software and service helps
customers optimize their business processes and use business
analytics to attain the insight, efficiency, and flexibility
that enables them to respond to changes in the business
environment with more agility and effectiveness and capture the
full benefits of business networks.
We offer both on-premise and on-demand solutions that help
companies of all sizes close the gap between strategy and
execution through real-time business analytics. We also offer
our market-leading business process applications and analytics
solutions to customers increasingly mobile workforces,
with complete orchestration and data and process consistency
between all deployment environments.
At the heart of our strategy stands accountability to our
customers by helping them increase the value of their
investments in information technology and lower their total cost
of ownership. We are motivated to serve and impress our
customers, employees, ecosystem, influencers, and shareholders
through our passion for growth and for developing true, trusted
partnerships with our customers and our peers.
Competition
In terms of software and software-related service revenue, SAP
is the world leader in enterprise applications. In the global
market, our chief competitors are IBM, Microsoft, and Oracle.
Whereas we concentrate on the enterprise application software
segment, our chief competitors derive much of their revenue from
other segments of the IT market, such as
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database management applications (Oracle), operating systems and
desktop applications (Microsoft) and IT services (IBM).
Additionally, unlike a majority of our competitors, we offer
customers a choice of deployment models, such as a hybrid model
that combines on-premise and on-demand solutions. Customers can
also use enterprise software on mobile devices.
Our competitors in the on-demand software segment include, among
others, NetSuite, Salesforce.com, and Workday. Our competitors
in the business intelligence segment offering solutions that
address the needs of business users include SAS Institute,
Oracle, and IBM among others. Principal competitors for Sybase
products include IBM, Microsoft, and Oracle. We also compete
with specialized vendors in subsegments of our offerings,
depending on the product or service offered.
Strategy
for Growth
Our growth strategy is to reinforce and strengthen our position
as the market leader. We believe that the market trends and
competitive environment provide an immense opportunity for us to
deliver value to customers, lead through innovation, and grow
our business. Our strategy is to innovate on a stable core by
developing the worlds best business applications, deliver
innovation without disruption, and leverage our ecosystem to
deliver the best value and innovation. We intend to combine the
following measures to help us realize our full growth potential.
Deliver
the Worlds Best Business Applications
Our product strategy is to extend our leadership in on-premise
business applications (core ERP and SAP Business Suite). At the
same time, we will introduce new on-demand solutions, enable new
connectivity to the mobile on-device world, and orchestrate the
data and processes across all deployment environments to create
networked solutions. We believe that by expanding our focus on
on-
demand and on-device applications and by concentrating on
business intelligence and analytics, middleware, cloud-based
solutions, and in-memory computing, we can double our
addressable market and grow our business.
Over the past years, our focus has moved in this direction. Our
on-premise enterprise solutions for specific industries are the
foundation of our product portfolio. Our business analytics
solutions, which integrate products from our acquisition of
Business Objects, have been a key driver for growth. Utilizing
in-memory technology, we are enabling business analytics
applications that may not have been technically feasible or
economical in the past. We have also released our SAP Business
ByDesign solution, which offers a full suite of applications,
running completely in the cloud and opening new market segments
for us. This modern solution will also be SAPs cloud-based
platform, on which partners can build solutions. Finally, the
acquisition of Sybase in 2010 enables us to help companies
become unwired enterprises by combining enterprise applications,
business analytics, and a mobile infrastructure. Customers will
have the ability to harness the explosion of data in a way that
is consumable by employees on multiple devices, with the
assurance that data and processes are orchestrated across each
environment.
In 2010, we introduced additional SAP solutions for
sustainability focused on tackling energy consumption,
greenhouse gas emissions, product safety, healthcare, and
sustainability performance management. Our customers want to
measure business results and create greater transparency of
their use of resources as they optimize their businesses,
extended value chains, and business networks. They look to SAP
to support the balance between social, economic, and
environmental demands and transform their
end-to-end
business processes in a sustainable fashion.
Accelerate
Innovation Without Disruption
Our industry is at a major inflection point as in-memory
technology combined with mobility and business analytics can
potentially
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open up new applications and disrupt the traditional IT stack
(including hardware, database, middleware, applications). At the
same time, our customers have made significant investments in
their business applications infrastructure to optimize their
business operations over the past decades. We intend to unlock
tremendous value for our customers by delivering new products
and applications that address the market trends of analytics,
mobile, and real-time business while using the data and
transactional systems in their on-premise foundation.
Expand
our Ecosystem
Our belief is that customer choice, innovation, and a completely
open platform and partnerships are key to achieving our growth
objectives. Our customers support this belief as well. We will
continue to invest in our broad partner ecosystem to tie
products and technologies into a seamless whole solution for our
customers, and to use partners as a channel to reach the various
customer and market segments, to offer more choice and value for
our customers.
Financial
Strategy
The primary aim of our financial management is to maintain
liquidity in the Group at the level that is adequate to meet our
obligations at all times. Financing may be required to
proactively sustain liquidity at that level. It may also be
necessary to enter into financing transactions when additional
funds are required that cannot be wholly sourced from free cash
flow (for example, to finance large acquisitions). The financing
transactions we entered into in 2010 were mostly to finance the
acquisition of Sybase.
Finance
Plan for SAP Solutions
To help companies invest in SAP solutions and the associated
services and hardware, we cooperate with leading global
financiers that specialize in IT to deliver the SAP
Financing service, a finance plan for customers. Interest in the
plan, which is a firmly established SAP Services offering, is
high: Since its inception, it has helped arrange more than 2,500
finance deals in more than 45 countries for SAP customers in all
segments small businesses, midsize companies, and
large enterprises. To give customers flexibility to choose among
potential economic benefits, the plan offers all of the popular
finance models with their different advantages: It can help
conserve liquidity and it provides an alternative to credit from
the bank.
Portfolio
of Software and Services
Working closely with customers and partners worldwide, SAP is
committed to a product and services strategy that enables
customers to use enterprise application software wherever and
whenever they need it on premise, on demand, or on
device.
Building on the scalable, stable, and feature-rich SAP NetWeaver
technology platform, SAP is accelerating product innovation and
co-innovating with partners and customers to harness the
business value of new software, complementary solutions, and
disruptive technologies such as SaaS,
cloud computing, and in-memory computing that
promise to revolutionize the industry and generate substantial
value.
In taking great care to safeguard our customers technology
investments, we also strive to enhance their business
value enabling customers to adopt innovation at
their own pace, without disruption, for their specific industry
needs.
We take equally great care to help ensure the integrity and
security of customers business operations and data,
protecting them from todays myriad of threats. Security is
integral to our commitment to delivering high-quality software,
and we continually enhance security in development and by
acquiring new technologies and expertise.
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Software
Portfolio
On-Premise
Solutions
Solutions
for Lines of Business
SAP
BUSINESS SUITE
SAP Business Suite software helps companies execute and optimize
their business and IT strategies with an integrated portfolio of
business applications. Companies can manage essential,
industry-specific processes with modular solutions designed to
work with other SAP and non-SAP software. Customers can deploy
SAP Business Suite applications on a modular basis to address
specific business needs within their own timelines, targeting
business processes with the highest potential impact. The
software provides better insight and visibility across the
extended enterprise while improving operational efficiency and
increasing the flexibility needed to address business change.
Companies can incrementally enhance SAP Business Suite
applications through enhancement packages that they receive
through our support offerings and that alleviate the need for
costly and time-consuming
upgrades. The solutions increase visibility across departments
and business silos improving the ability to make
clearer business decisions.
SAP Business Suite software includes the following applications:
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SAP Customer Relationship Management (SAP CRM) helps
organizations manage and monitor sales, service, and marketing
processes. The application also supports key backoffice
activities such as spare-parts management, demand planning,
billing, and fulfillment. With built-in analytical and business
intelligence functionalities, support for the mobile workforce,
and substantial multichannel capabilities, SAP CRM helps
companies develop customer insight, predict changes, and make
real-time course corrections.
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SAP ERP supports
end-to-end
business processes including finance, human capital management,
asset management, sales, procurement, and other essential
activities. SAP ERP enables industry-specific processes with
functionality that can be activated
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selectively, keeping the application core stable and helping to
ensure maximum performance.
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SAP Product Lifecycle Management (SAP PLM) helps companies
manage, track, and control product-related information over the
complete product and asset life cycle and across the
extended supply chain. SAP PLM is designed to facilitate
creativity and to free the product innovation process from
organizational constraints.
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SAP Supplier Relationship Management (SAP SRM) supports key
procurement activities including demand-driven sourcing,
centralized contract management, operational procurement, and
interaction with suppliers through
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multiple channels. SAP SRM helps accelerate and optimize the
entire
procure-to-pay
cycle by enabling integrated processes and enforcing contract
compliance, which can result in realizable savings.
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SAP Supply Chain Management (SAP SCM) enables companies to adapt
their supply-chain processes to the rapidly changing competitive
environment. The application helps transform traditional supply
chains with linear, sequential processes
into open, configurable, and responsive supply networks. As a
result, companies can improve their response to demand and
supply dynamics across a globally distributed environment.
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Industry
Solutions
SAP provides targeted solution portfolios that support
end-to-end
business processes, helping to deliver tangible business and IT
value for functional areas and across the extended enterprise.
Our solution portfolios are designed to meet the needs of the
major industry sectors listed below. The portfolios also include
applications for numerous industry subsectors and segments.
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Consumer Industries
Consumer products
Retail
Wholesale distribution
Financial Services Industries
Banking
Insurance
Discrete Manufacturing Industries
Aerospace and defense
Automotive
Engineering, construction, and operations
High tech
Industrial machinery and components
Process Manufacturing Industries
Chemicals
Life sciences
Mill products
Mining
Oil and gas
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Public Service Industries
Defense and security
Healthcare
Higher education and research
Public sector
Service Industries
Media
Professional services
Telecommunications
Transportation and logistics
Utilities
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Solutions
for Sustainability
SAP is not only working to become a more sustainable company,
but also provides a broad range of solutions to help our
customers pursue a sustainable business strategy. Our
sustainability solutions are at the heart of our product
strategy. In 2010, we further improved our position in the
market by acquiring a long-time development and services partner
of ours, TechniData, which is a leading supplier of compliance
management solutions. The acquisition enables us to offer more
of the content and strategic services our customers require in
this field. As a result, SAP is driving fast return on
customers investment, providing a holistic and integrated
portfolio of sustainability solutions that help our customers
implement, measure, and report sustainability activities across
the full enterprise.
These solutions include:
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SAP Advanced Metering Infrastructure Integration for Utilities
enables energy suppliers to operate on various business
processes with their customer, from tracking consumption to
billing and many other processes in one integrated system. This
drives the optimization of revenue and demand, enables more
cost-effective customer service, and facilitates market
efficiency and the automation of data exchanges at new business
networks of energy suppliers and infrastructure operators.
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SAP BusinessObjects Sustainability Performance Management, an
application that helps organizations more easily set
sustainability goals and objectives, measure and communicate
performance, and reduce data collection costs and errors.
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SAP Carbon Impact (SAP CI), an on-demand solution that helps
organizations accurately measure, profitably reduce, and
confidently report greenhouse gas emissions and other
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environmental impacts across internal operations and the supply
chain.
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SAP Environmental Health and Safety Management (SAP EHS), an
application that addresses regulatory compliance and helps
companies efficiently comply and protect their people and plant
by taking an integrated approach to all aspects of risk and
compliance.
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SAP Manufacturing Integration and Intelligence (SAP MII), an
application that provides the tools and content to help
customers track and identify opportunities for energy reduction
in manufacturing.
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Duet and
Alloy
Business users need direct access to people, processes, and
information to work efficiently without having to
give up familiar applications or master complex software. Duet
software and Alloy software provide direct access to SAP
Business Suite software using familiar Microsoft Office and IBM
Lotus Notes software. As a result, business users can become
more productive, their decision-making can improve, and their
compliance with corporate policies can increase.
Solutions
for Small Businesses and Midsize Companies
SAP offers a number of targeted solutions that combine the
capabilities of business management and business intelligence
applications for small businesses and midsize companies. Like
large corporations, these firms seek to streamline business
processes, cut costs, drive growth, and increase profitability.
Optimizing cash flow is also essential, as is the need to supply
the right information at the right time across all
operations.
SAP
Business
All-in-One
SAP Business
All-in-One
solutions are designed for midsize companies or fast-growing
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small businesses with about 100 to 2,500 employees that are
looking for a comprehensive, integrated industry solution to
power their business activities. The software comes with
built-in support for industry best practices as well as business
intelligence functionality. SAP Business
All-in-One
helps companies manage everything from financials, human
resources, procurement, inventory, manufacturing, logistics,
product development, sales, and marketing all in a
single, configurable solution. In all major markets (more than
50 countries) customers can also choose between an on-premise
deployment or a hosted deployment (provided through qualified
partners) purchased on a subscription basis.
Qualified SAP Business
All-in-One
partner solutions are available from a wide network of qualified
partners that deliver more than 700 industry-specific solutions
in more than 50 countries. Supported by robust deployment
tools and methodologies, the solutions are designed to enable
fast implementation, low cost, and rapid time to value.
SAP
Business One
The SAP Business One application is designed for small
businesses with fewer than 100 employees that have outgrown
their accounting-only systems and are looking to streamline
their operations with a single unified solution. The application
supports virtually the entire business with support
for financials, sales, customer relationships, inventory, and
operations. Integrated business intelligence functionality
allows visibility across all business processes. By streamlining
end-to-end
operations and gaining access to accurate information, small
business can boost efficiency and accelerate profitable growth.
And, with a published software development kit,
industry-specific solutions and functional add-ons available
from the global partner network, SAP Business One can be
tailored and extended to meet specific business needs.
Business
Analytics Solutions
SAP
BusinessObjects Portfolio
The SAP BusinessObjects portfolio includes analytic applications
that are designed to help business users reach strategic goals,
deliver predictable results, and make sound decisions. Business
intelligence and enterprise information management applications
enable companies to provide trusted information to every member
of a business network, helping them to respond faster and make
better decisions.
The SAP BusinessObjects portfolio also includes enterprise
performance management and governance, risk, and compliance
solutions, which help customers maximize profitability, manage
risk and compliance, and optimize systems and processes.
Reflecting SAPs commitment to openness and
interoperability in heterogeneous software landscapes, the
solutions are designed to integrate with non-SAP data sources
and systems as well as SAP Business Suite applications and other
SAP BusinessObjects solutions.
SAP BusinessObjects business intelligence (BI) solutions enable
users to interact with business information and get answers to
ad hoc questions without advanced knowledge of the underlying
data sources. Available in both on-demand and on-premise
deployment options, the software allows users to access data
across all sources and formats and then deliver it as useful,
consumable information. BI tools also help customers uncover
trends and patterns, solve business problems, anticipate
changes, and reach organizational goals.
SAP BusinessObjects enterprise information management (EIM)
solutions help customers manage and enhance data integration,
data quality management, and metadata management. Augmenting and
leveraging EIM functions in the SAP NetWeaver technology
platform, the solutions allow companies to build a trustworthy
data foundation that supports both business and IT initiatives.
Customers can access, integrate, move, or cleanse
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data structured and unstructured to
deliver timely, unified information.
SAP BusinessObjects enterprise performance management (EPM)
solutions help companies improve their control performance,
organization agility, and decision making. The solutions support
processes across multiple lines of business including finance,
supply chain, and procurement. The EPM portfolio includes
applications for strategy management; planning, budgeting and
forecasting; financial consolidation; profitability and cost
management; and spend and supply chain performance management.
SAP BusinessObjects governance, risk, and compliance (GRC)
solutions provide organizations with a proactive, real-time
approach to managing governance, risk, and compliance across
heterogeneous environments.
In addition, industry-specific analytic applications address
challenges in specific industries and lines of business.
Co-created with customers and designed to work in virtually any
environment, the applications provide the insight and
best-practice support companies need to better understand risk,
uncover opportunities, and make the right decisions to optimize
their business. The applications, which can be deployed quickly,
are designed to work in virtually any IT system and deliver
value to customers rapidly.
SAP Crystal solutions are an integrated intuitive family of
offerings for reporting, dashboarding, presentation, and ad-hoc
analysis. They allow business people to discover and share
insight for improved decision making.
Various components within the portfolio of SAP Crystal software
help users design interactive reports, view and share reports on
many different collaboration platforms, provide ad hoc queries
and analysis functions in a self-service environment for
business professionals and also allow the creation of
flash-based interactive data presentations from ordinary
spreadsheets.
SAP BusinessObjects Edge solutions are versatile business
intelligence (BI) and enterprise performance management (EPM)
solutions that support flexible ad hoc reporting and analysis,
dashboard-based data visualization, data integration, and data
quality management. The solutions help midsize companies
streamline and enhance their budgeting, planning and
consolidation, and strategy management processes.
Sybase
Analytical Offerings
Sybase IQ is a highly optimized analytics server, designed to
deliver faster results for mission-critical business
intelligence, analytics, data warehousing, and reporting
solutions. Sybase IQ delivers fast query performance and storage
efficiency for structured and unstructured data, making it ideal
for both data marts and enterprise data warehouse
implementations. Sybase IQ, with its columnar data storage
structure, combines speed and agility with low total cost of
ownership, enabling enterprises to perform analysis and
reporting.
Sybase RAP The Trading Edition is a unified market
analytics platform that lets financial services firms make
safer, better trading and portfolio decisions across the trading
life cycle. From better model development to real-time trade and
risk analytics to multiyear historical quantitative analysis,
Sybase RAP The Trading Edition is optimized to
support demanding analytics requirements. It enables a common
view and accelerates data availability by providing a single
platform for shared access to common data needed by multiple
user communities including quantitative analysts,
traders, and risk managers.
Sybase Replication Server moves and synchronizes data in real
time, allowing companies to gain better use of data trapped in
application silos and to create reports without impacting
operational systems. Adopted by many Fortune
1000 companies, Sybase Replication Server allows database
administrators to quickly set up redundant disaster recovery
sites and to distribute, consolidate, and synchronize data
across multiple platforms, including Sybase ASE,
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Sybase IQ, Oracle, IBM DB2, and Microsoft SQL Server.
Sybase PowerDesigner is a data-modeling and application design
tool for enterprises that need to build or reengineer
applications quickly and cost-effectively. Its Link and Sync
technology makes it an effective solution for enterprise
architecture and business transformation.
Sybase PowerBuilder is a rapid application development (RAD)
tool that increases developer productivity through tight
integration of design, modeling, development, and management for
a variety of platforms.
SAP
High-Performance Analytic Appliance (SAP HANA)
SAP HANA is a flexible, data-agnostic, in-memory appliance that
combines SAP software components optimized for hardware provided
and delivered by SAP partners. With SAP HANA, organizations can
instantly analyze their business operations, using huge volumes
of detailed transactional and analytic information from
virtually any data source. In addition to revolutionizing
customers access to data, SAP HANA provides the foundation
for building new, innovative applications. These applications
will leverage the in-memory database and calculation engine
within SAP HANA, allowing customers to conduct complex planning,
forecasting and simulation based on real-time data.
On-Demand
Solutions
SAP
Business ByDesign
SAP Business ByDesign is one of the most modern on-demand
solutions and platforms in the industry today. Currently serving
mainly small businesses and midsize companies that want the
benefits of large-scale, integrated business management
applications without a complex IT infrastructure, SAP Business
ByDesign is engineered for customer- and partner-specific
business extensions and to enable changes to
default user interfaces, reports, and forms. SAP has entered
into initial agreements with large enterprises that intend to
use SAP Business ByDesign for their subsidiaries.
The solution leverages best-practice expertise for managing
financials, customer relationships, human resources, projects,
procurement, and supply chains. It also includes in-memory
analytics to support faster, better-informed decision making and
provides support for mobile devices. SAP Business ByDesign is
designed to help customers boost efficiency in all business
activities by enabling collaboration and improving productivity.
With a single user interface, personalized business portals for
each employee, and built-in help features, the solution can also
reduce software-related training and support costs.
Starter packages which are predefined subsets of the
full SAP Business ByDesign solution enable customers
to rapidly and cost-effectively address specific functional
requirements and business pain points. The packages can be
deployed quickly, and are available at fixed implementation
prices. A dedicated implementation methodology, and embedded
e-learning,
enables these packages to be implemented in as little as three
weeks, depending on customer requirements.
Managed, monitored, and maintained by SAP experts in hosted data
centers, SAP Business ByDesign also provides built-in service
and support that can help customers achieve smooth, predictable
deployment and operation. Currently, SAP continues to expand its
partner ecosystem around SAP Business ByDesign which already
includes more than 100 partners who resell the solution
and/or
provide additional services, features, and extensions based on
unique company and industry needs.
SAP
BusinessObjects BI OnDemand
The SAP BusinessObjects BI OnDemand solution is a comprehensive
business intelligence application that enables users to get up
and running in minutes. Available as a SaaS solution, it is free
to try and has an intuitive
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interface that makes it easier for business users to explore,
report, and share data. In most cases, the solution can be
deployed quickly, without a complex implementation project. By
providing secure access to the most current data, it helps
employees, customers and partners across all lines of business
make timely, data-driven decisions. Offerings for industry and
business-specific uses are available from SAP partners.
Line-of-Business
On-Demand Solutions
SAP offers a number of on-demand solutions designed to provide
additional capabilities for
line-of-business
users. These solutions feature relevant
functionalities such as analytics that
support specific
line-of-business
needs. Examples include:
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SAP Sourcing OnDemand: Large enterprises, under constant
pressure to boost profitability, must find ways to reduce costs
associated with procurement of goods and services. The SAP
Sourcing OnDemand solution addresses these challenges with
support for key processes such as strategic sourcing, contract
life-cycle management, and supplier management. The solution
streamlines the contract creation, negotiation and amendment
processes while also supporting complex supplier identification,
qualification, and evaluation processes.
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SAP Contract Lifecycle Management OnDemand: Contract life-cycle
management software from SAP allows sourcing professionals to
generate, negotiate, and manage contracts within a central
contract repository. Contract managers can create a library of
standard contracts and contract clauses to promote and enforce
legal standards during the contract authoring process. Support
for check-in/check-out, redlining, and version comparison is
also provided.
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SAP Supplier Management OnDemand: The supplier management
application enables an organization to establish a central
repository of their suppliers used in sourcing and contracting
events. In addition, this module provides the ability to define
key metrics and scorecards to manage supplier performance.
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The SAP Carbon Impact OnDemand solution helps companies reduce
their energy and carbon footprint across their entire operations
and product supply chains. Designed for the global economy, the
software allows organizations to report, analyze, and reduce
their worldwide energy and greenhouse gas emissions in the most
cost-effective way. The solution enables companies to adapt
their carbon reduction strategy to the swiftly changing global
market environments, characterized by volatile energy prices and
tightening regulations, such as the introduction of the
U.S. EPA Mandatory Reporting Rule.
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SAP
StreamWork
The SAP StreamWork application is a collaborative
decision-making solution that brings together people,
information, and proven business approaches to drive fast,
meaningful results. Team members inside or outside the
organization can interact in a cohesive online environment to
strategize, solve problems, make decisions, and track activity
for later reference or reuse. A built-in catalog of
preconfigured, interactive business tools covering
processes like agenda-building, ranking, polling, and
cost/benefit analysis enables team members to frame
discussions and build consensus. SAP StreamWork is suited for
companies of any size, line of business, or industry. Available
on demand, the solution allows business users to be up and
running in a matter of minutes.
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Technology
SAP
NetWeaver
The SAP NetWeaver technology platform serves as the foundation
for SAP Business Suite applications, SAP BusinessObjects
solutions, and other SAP software. It enables enterprises to
orchestrate and optimize business processes on premise, on
demand, and on device. Additionally, as a technical foundation
for service-oriented architecture, SAP NetWeaver delivers a
modular set of capabilities that can help reduce complexity and
increase business flexibility across heterogeneous IT landscapes.
SAP continues to invest in SAP NetWeaver, enabling it to move
beyond traditional middleware to enable comprehensive
orchestration of business applications regardless of
whether the supported applications are deployed and consumed on
premise, on demand, or on device. The concept of orchestration
begins with support for key areas such as application
architecture, product and technology standards, and the
integrity of processes, information, and interfaces. However,
orchestration also encompasses mission-critical activities
including business process management, application life-cycle
management, and master data management.
The SAP NetWeaver platform together with SAP
BusinessObjects technology delivers key capabilities
to enable business application orchestration, providing the
application infrastructure for SAPs business applications
and delivering solutions that help enhance team productivity,
streamline business and application integration, and close the
gap between insight and action.
Sybase
Adaptive Server Enterprise
Sybase Adaptive Server Enterprise (ASE) is a powerful data
management platform for high-performance business applications
especially in large database, high-transaction, mission-critical
environments. Sybase ASE combines a low total cost of ownership
with reliability, security, and scalability. Key features
include encryption, partitioning technology, query technology
for smarter transactions and continuous availability
in clustered environments. With the addition of in-memory
databases technology within ASE 15.5, Sybase enables data
virtualization and scaling critical to high data volume and high
concurrent user organizations, whether deployed in public cloud
or private datacenter environments.
On-Device
Solutions
SAP
Mobile Applications
The population of mobile workers continues to grow
exponentially as does the number and variety of
mobile devices. With mobile workers predicted to represent more
than a third of the global workforce by 2013 (according to a
forecast from the market research company IDC), mobile
technology, operating systems, and applications must all keep
pace with the demand for usable, powerful, and cost-effective
approaches.
SAP has taken a leadership position in the development of mobile
computing and communicating. We are committed to providing a
complete enterprise mobility stack one that
encompasses business processes, platforms, development tools,
and applications. With built-in integration to SAP software, our
mobile technology is designed to provide secure access to
business processes anytime, anywhere, and on
different devices. The goal of our mobility strategy is to
increase the adoption, reach, and value of SAP solutions by
delivering more applications on multiple device
platforms all with the rich user experience that
customers expect. This, in turn, will enable our
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customers to get more out of their SAP investments.
Along with our newly-acquired subsidiary Sybase, we launched two
new solutions for mobile workers in 2010. Accessed via iPhone
and Windows Mobile, and built on the Sybase Unwired Platform,
the solutions extend the workflow management capabilities of SAP
Business Suite applications, including especially SAP Customer
Relationship Management (SAP CRM), and also can be customized to
tap into a variety of back-end data sources. With seamless
integration to business processes and networks, the solutions
help mobile workers increase their own productivity and make
timely business decisions.
In addition to these new solutions, SAP started to offer
easy-to-consume
mobile applications, such as iPhone and iPad applications for
SAP Business ByDesign, SAP Business One, and SAP Business
Explorer. These mobile applications provide real-time access to
SAP business applications to run their business from any
location at anytime.
Within the mobility space, SAP co-innovates with leading
providers to develop applications on multiple platforms. In
addition, the SAP ecosystem a business network of
SAP employees, partners, customers, and industry
experts plays a major role in defining, developing,
and selling targeted mobile products and services that meet
unique customer needs. And, of course, SAP will continue to
build applications with a focus on creating useful,
easy-to-consume
software that can be deployed quickly to provide instant value.
Sybase
Mobile Solutions
iAnywhere Solutions (iAS) enable enterprises to deliver greater
productivity to the front lines of business. iAS holds worldwide
market leadership positions in mobile device management,
wireless
e-mail,
mobile middleware platforms, database access and
synchronization, and Bluetooth and infrared protocol
technologies.
Sybase Unwired Platform is a mobile enterprise application
platform that reduces a companys cost of enabling
strategic mobile deployments. It simplifies the development,
deployment, and management of mobile enterprise applications,
while addressing the difficult mobile application challenges of
backoffice integration, secure access for mobile devices into
the enterprise, and support for multiple device types, all
within a reliable push data synchronization architecture.
SQL Anywhere is an industry-leading mobile and embedded solution
providing data management and data synchronization technologies
that extend information in corporate applications and enterprise
systems to databases running in frontline environments without
onsite IT support. It offers features in databases that are
easily embedded and widely deployed in server, desktop, remote
office, and mobile application environments.
Afaria is mobile management software that allows companies to
centrally manage and secure devices. Afaria helps companies
provision, configure, and secure devices, as well as deploy and
manage software, content, and data throughout the device life
cycle. Afaria supports a broad range of mobile devices,
including handhelds, smartphones, laptops, and tablets.
iAnywhere Mobile Office helps enterprises securely extend
personal information management (PIM),
e-mail, and
business processes to mobile workers. It combines infrastructure
support with enhanced on-device security, usability, and
performance. It offers key features for a companys
mobile inbox of the future, which enables the
ability to take action on time-sensitive business processes,
such as approving purchase orders or submitting reports, all
through a single, secure mobile
e-mail
client.
Advantage Database is a fully featured and easily embedded
high-performance client/server database ideal for small and
midsize IT environments. It is unique among the Sybase database
offerings because it also supports a
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growth path from legacy database applications written in
languages like Delphi and FoxPro to todays code.
Mobile Device SDKs are standards-based software development kits
for implementing protocol stack technologies for infrared,
Bluetooth, data synchronization and device management.
SAP
Services Portfolio
The SAP Services portfolio includes industry and
solution-focused services, business transformation services, IT
transformation services, custom development services, support
services, program, project management and quality assurance, and
education and certification.
Software-related services are support services provided by
SAPs support units (SAP Active Global Support), and
customer-specific development services provided by the SAP
Custom Development organization. Our professional services are
provided by SAP Consulting and SAP Education.
SAP provides a holistic approach with application life-cycle
management, incorporating a broad array of methodologies, tools,
and certified partner offerings to help our customers gain value
from their SAP investment while meeting their business needs.
Tightly integrated with our development organization, services
contribute to a closed customer feedback loop and an
end-to-end
risk and quality management throughout the entire customer life
cycle.
SAP Services has a local presence in more than 50 countries and
runs more than 70 training centers, seven global support
centers, and ten custom development centers in Europe, Asia, and
the Americas. With around 21,000 SAP services professionals
around the world, customers needs can be met around the
clock to support SAP-centric solutions.
Software-Related
Services
SAP
Custom Development
The SAP Custom Development organization develops
customer-specific solutions and business functions on SAP
technology covering the life cycle of services to develop and
support custom solutions at every stage.
Support
Services
To support customers increasingly complex solution
landscapes and their respective needs, SAP offers several
support options. SAPs support units offer a range of
services to support our customers before, during, and after
implementation of our software solutions. We provide
around-the-clock
technical support in every region. We also offer proactive,
preventive support services to protect and enhance our
customers investments in SAP technology and software.
SAP Enterprise Support services are our comprehensive, proactive
support and maintenance offering, providing our customers with
an application life-cycle management approach that can help them
manage increased IT complexity and integrate solutions across
their IT landscapes. SAP Enterprise Support services provide an
overall blueprint to help customers optimize the operation of
their entire landscape. Mission-critical support provides
continuous quality checks that analyze technical risks as well
as updates. We aim to deliver the quality management
methodology, processes, and tools needed to perform advanced
testing and implement solutions deployment, operations, and
continuous improvement initiatives using the SAP Solution
Manager application management solution for all customers and
partners.
SAP Standard Support delivers support services to enable
continuous and effective IT operations. This baseline level of
support provides our customers with the services and tools to
minimize the cost and risk associated with keeping IT systems up
and running, including updates. SAP Standard Support ensures
that
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customers SAP solutions run efficiently by delivering
improvements, quality management, knowledge transfer, and
problem resolution.
The SAP MaxAttention support option expands SAP Enterprise
Support, covering all stages of an SAP solutions life
cycle in a tailored format for customers from
planning and implementation to operations and
optimization with a full range of services that help
organizations safeguard complex solutions, plan for new releases
and upgrades, and improve productive solution operations. SAP
MaxAttention is designed to provide customers our highest level
of customer support built on a dedicated engagement model with a
technical support advisor and service-level agreements,
supported by long-term commitments delivered by the SAP Active
Global Support organization.
SAP Safeguarding services help our customers mitigate the
technical risks of an implementation, integration, migration, or
upgrade project. They smooth the go-live process and help
customers prepare for live use of the software. An
on-site
technical quality manager helps ensure that customers receive
the support they need, that knowledge transfer takes place, and
that our customers improve the performance, data consistency,
and availability of their IT solution from SAP.
Consulting,
Training and Other Services
SAP
Consulting
With an industry focus, SAP Consulting offers planning,
implementation, and optimization services for business solutions.
One component includes business transformation services, such as
Executive Advisory Services, Value Partnerships and Business
Process and Platform Services, that support our customers in
responding to business challenges in a rapidly changing business
environment aiming to guide executives toward better insights by
bridging IT and business processes. IT Transformation Services
seek to reduce customers total cost of ownership with
tangible
business value accompanied by reduced effort and costs, and new
performance and insight optimization services create complex
analysis and modeling of business challenges to introduce
innovative business processes. We advise and support customers
on designing business processes and IT infrastructure and help
customers with project management and solution implementation
and integration. We also help customers optimize solutions and
IT landscapes accommodating challenges from mergers and
acquisitions or divestiture of business units. By delivering SAP
predefined services standardized on industry best
practices and proven business processes with clearly defined
cost and scope for a fast time to value to our
customers SAP solutions become easier to consume.
SAP
Education
SAP Education offerings assist SAP customers and partners with
knowledge transfer. SAP Education offerings include training
needs analysis, certification assessments, learning software,
and tools. We provide a consistent curriculum for learners
around the world and deliver these offerings through a number of
delivery models, including online
e-learning,
virtual live classroom, learning on demand, and increasingly
nontraditional classroom training. Every year, hundreds of
thousands of individuals are trained by SAP Education, making it
one of the largest IT training organizations in the world.
Sybase
Services Portfolio
The comprehensive Sybase Services portfolio is designed to
provide uninterrupted coverage to the entire market
capabilities, ranging from mobile messaging interoperability to
mobile content delivery and mobile commerce services, for
operators, content providers, enterprises and financial
institutions.
As a global leader in enabling mobile information and mCommerce
services for mobile operators, financial institutions and
enterprises, we deliver advanced mobile
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services to our customers by addressing the complexities of the
wireless ecosystem: incompatible networks, messaging protocols,
handsets, and billing systems.
Sybase
Mobile Services
Sybase 365 addresses operator services focused on Short Message
Service (SMS), Multimedia Message Service (MMS), GPRS Roaming
Exchange (GRX), and Internet Protocol Exchange (IPX) messaging
interoperability between mobile operators worldwide. Messages
are delivered through a secure operator-grade messaging
platform, with advanced protocol conversion, routing, queuing,
and transcoding capabilities. The interoperability service
greatly simplifies the deployment and delivery of inter-operator
messaging over incompatible networks, protocol stacks, and
handsets. Services include traffic analysis and detailed
reporting and statistics.
Enterprise Services provide mobile services for enterprises,
brands, and content providers, enabling customers to monetize
premium mobile content and deliver interactive services, mobile
CRM, mobile advertising and mobile marketing campaigns globally.
Services include MMS 365, content delivery gateway to send and
receive MMS from multiple sources; application and content
management, mobile advertising services, global billing,
settlement, reporting and analysis.
mCommerce Services provide an
end-to-end
platform covering mBanking, mPayments, mRemittance, to both
developed and emerging markets. Coupled with our leading
messaging platform and global reach (SMS, MMS) we are
well-positioned to enable mobile operators, financial
institutions, and enterprises to realize the potential of
mCommerce.
Sybase
Support Services
The Sybase Customer Service and Support organization offers
technical support for Sybase family of products. It maintains
regional support centers in Asia, Europe, North
America, and Latin America, providing uninterrupted technical
services around the world. Sybase users and partners have access
to software fixes, technical information sources, and newsgroups
on the Sybase support. Website Support programs include updates,
and new version releases that become available during the
maintenance period.
Sybase Standard Support services are designed for high-quality
around the clock support for critical issues, access to new
releases, and online support services.
Sybase Enterprise Support services offer personalized
high-availability support for companies with mission-critical
projects. Services include priority access to the Enterprise
Technical Team, proactive services, and other specialized
options. Sybase Enterprise Support provides the highest priority
of response times.
In addition, Sybase also offers some support service options
geared towards partners and users, primarily for designated
workplace level and tools products, and certain iAS products.
Sybase 365 operates two Network Operations Centers to monitor
our messaging service infrastructure, direct and monitor global
maintenance and repair activities, and provide direct technical
support to Sybase customers around the clock.
Sybase
Professional Services
Consulting
The Sybase Professional Services (SPS) organization offers
customers comprehensive consulting, education and integration
services designed to optimize their business solutions using
Sybase and non-Sybase products.
Education
Sybase provides a broad education curriculum allowing customers
and partners to increase their proficiency in its products.
Basic and advanced courses are offered at Sybase
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education centers, and specially tailored customer classes and
self-paced training are also available. A number of Sybase
distributors and authorized training providers also provide
education in Sybase products.
Partner
Ecosystem
The SAP ecosystem is an innovation-driven business network made
up of software and hardware partners and providers of
outsourcing, content, hosting, education, and support services,
as well as developers, industry specialists, and users of SAP
software. Among them are well-known companies, such as Adobe,
Cisco, EMC, HP, IBM, Intel, Microsoft, Novell, and Research In
Motion, as well as thousands of smaller vendors. Serving as a
cornerstone of our strategy and value proposition, the partner
ecosystem promotes customer choice by providing a rich array of
complementary hardware, software, and service solutions. As an
open, collaborative, and interactive community, the SAP
ecosystem enables customers to access products and services that
expand and augment the SAP portfolio with offerings based on
their unique business needs.
Partnerships
Foster Innovation
In 2010, we continued to build relationships and support joint
projects that we believe will help shape the future of
enterprise application software. We now have 21 global services
partners, more than 1,700 services partners worldwide, more than
500 software partners, and 29 global technology partners. As a
result of these local, regional, and global partnerships, the
universe of SAP solution extensions has grown significantly, as
detailed in the examples below:
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SAP and ClickSoftware Technologies jointly offer the SAP
Workforce Scheduling and Optimization application by
ClickSoftware. Resold by SAP, the solution helps businesses
maximize mobile workforce performance and drive operational
excellence through
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decision support and optimization technology.
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Building on a highly successful strategic relationship, SAP and
Open Text signed an agreement that allows SAP to resell Open
Texts text digital asset management solution as the SAP
Digital Asset Management application by Open Text. Designed to
help businesses optimize a full spectrum of rich media, the
application supports marketing departments in all industries, as
well as media industry publishing houses, entertainment firms,
and broadcasters. Also, SAP and Open Text announced continued
expansion of their strategic relationship to include employee
file management capabilities. SAP resells Open Texts
solution for employee information management under the name SAP
Employee File Management application by Open Text.
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SAP and EMC announced an expansion of their global strategic
alliance, which includes a reseller relationship, deeper
technology integrations, and joint sales and marketing
activities. Under the agreement, SAP will resell newly developed
solutions leveraging EMC Documentum enterprise
content management, EMC Captiva intelligent enterprise capture
and EMC Document Sciences customer communications management.
The solutions are designed to help financial services firms
automate paper-intensive processes, such as loan origination and
claims handling.
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SAP accelerated the creation of a partner ecosystem around the
SAP Business ByDesign solution. By equipping partners with
robust tools and engagement support, SAP aims to establish the
on-demand solution as a foundation on which partners can offer
additional features and industry expertise that
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meet the needs of a broader group of customers.
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Speeding the journey toward cloud computing, SAP and several
strategic partners demonstrate together with customers promising
test results running SAP software on Vblock architecture.
Utilizing the Virtual Computing Environment (VCE) coalition and
its Vblock Infrastructure Packages, Cisco, EMC, and VMware are
working with SAP to unleash the benefits of
virtualization an emerging data center architecture
that can enable enhanced agility and reduced costs.
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In an effort to meet growing demands of the governance, risk,
and compliance (GRC) market, SAP and CA Technologies have begun
collaborating to help customers manage risk across their
business and IT processes. Leveraging products from CA
Technologies with leading GRC applications from SAP will allow
our customers to gain tighter control over their IT risk and
compliance initiatives while focusing on long-term value
creation for the business.
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To help businesses increase operational efficiency while
enhancing the way they communicate with their customers, SAP and
StreamServe agreed to offer StreamServes leading document
automation solution as a solution extension from SAP. Resold as
the SAP Document Presentment application by StreamServe, this
innovative solution automates the generation and personalization
of documents (such as billing statements) and communications
from multiple applications to multiple output types, including
print,
e-mail, fax,
and mobile.
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Communities
of Innovation
Building on a culture of co-innovation and collaboration, SAP
Community Network (SCN) continues to garner recognition as a
leading example of an ecosystem strategy that delivers
significant value to customers. For example, in March 2010 the
Aspen Institute noted that SCN illustrates the most extensive
use of social media by a corporation to date to develop new
products and services.
SAP fosters a number of different communities
interactive networks of developers, customers, and partners that
come together to collaborate on a broad range of topics. These
are some of the major communities in the network:
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The SAP Developer Network (SDN) community offers more than two
million members in more than 200 countries the chance to trade
experience and insights, pursue business opportunities, and
learn from each other. It is the biggest innovation community
associated with SAP. SDN includes discussion forums, blogs,
wikis, software, and tool downloads, and
e-learning.
A wealth of technical assets attracts more than half a million
visitors to SDN every month.
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The Business Process Expert (BPX) community is a business
process community with more than 800,000 members in 18
industries covering a wide variety of horizontal subjects.
Collaboration in the community, the sharing of best practices,
and advanced training offerings are among the catalysts that can
generate process innovation. Community members, including, for
example, specialists on diverse industries, business and
application consultants, CIOs, and business process experts,
find ample opportunities to exchange ideas in moderated forums,
wikis, and expert blogs.
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The SAP BusinessObjects community has more than 500,000 members
and
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provides an environment for SAP BusinessObjects users and
developers to share best practices and pursue innovation
opportunities on SAP BusinessObjects offerings.
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The SAP University Alliances community, with more than 250,000
members, focuses on bringing real-life SAP knowledge and skills
into university classrooms. This is part of SAPs corporate
citizenship commitment to educate and mentor the students and
graduates who will become tomorrows business experts and
IT leaders.
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User
Groups
To date, SAP customers have established more than 32 user groups
worldwide. The goal of these user-guided networks is to share
hands-on knowledge of SAP software and play a role in guiding
SAPs development efforts. The two largest are the
Americas SAP Users Group (ASUG), and the
German-Speaking SAP User Group (DSAG). SAP supports and
encourages these highly influential groups to share their
expertise, experience, and insights with all SAP users and
stakeholders. The SAP User Group Executive Network (SUGEN),
which encompasses 13 SAP user groups, has the shared aim of
defining priorities and agreeing plans of action that bring
greater focus between SAP and its user groups throughout the
world.
RESEARCH
AND DEVELOPMENT
To capitalize on the power of diversity while at the same time
best serving our regional and global markets, SAP develops its
software in strategic countries across the world
such as Brazil, China, Germany, India, the United States, and
other key centers. The SAP Labs and SAP Research organizations
work with partners, customers, and universities to create and
cultivate breakthrough IT trends and technologies on a global
scale. This collaboration contributes significantly to our
product portfolios technological edge.
A Global
Research and Development Presence
The development centers of SAP (SAP Labs) are distributed
worldwide. The largest of these SAP Labs is in Walldorf,
Germany, followed by Bangalore, India; Palo Alto, California
(United States); Shanghai, China; and Vancouver, Canada. All
labs deploy a common framework of development standards and key
performance indicators, which is certified according to ISO
9001: 2000. Each of the SAP Research centers is collocated with
a partner university or an SAP development center, creating a
sound foundation for collaborative applied research. When we
acquired Sybase in August 2010, the SAP development network was
strengthened by the addition of highly qualified specialists
bringing new expertise, and varied cultural insights.
With the global distribution of SAPs research and
development network, we can react quickly to new customer and
market requirements. Our worldwide presence also enables us to
develop products and services in collaboration with customers
and partners wherever they are located. In 2010, we
implemented new development methodologies and adjusted our
organizational structure to sharpen the customer focus and bring
customer-driven innovations to market faster.
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Committing
Resources to Research and Development
We must continuously improve our portfolio of products if we
wish to maintain and build on our current leading position as a
vendor of enterprise application software. In 2010, we increased
our research and development (R&D) expense
138 million, or 9%, to 1,729 million
(2009: 1,591 million). We
spent 13.9% of total revenue on R&D in 2010 (2009: 14.9%).
Our R&D expense as a portion of total operating expenses
declined from 19.7% to 17.5% year over year. Excluding expenses
associated with the TomorrowNow litigation, our R&D expense
as a portion of total operating expenses was little changed
since the previous year.
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The importance of R&D was also reflected in the breakdown
of employee profiles. At the end of 2010, our total FTE count in
development work was 15,884 (2009: 14,814). Measured in FTEs,
our R&D headcount was 30% of total headcount (2009: 31%).
Total R&D expense includes not only our own personnel costs
but also the external cost of works and services from the
providers and cooperation partners we work with to deliver and
enhance our products. We also incur external costs for testing
and obtaining certification for products, and for patent
attorney services and strategy consulting. The ratio of external
R&D costs to internal R&D personnel costs has tended
to decline in recent years.
Our R&D investment was primarily in the following fields:
SAP
Research
Goals and
Scope
A technology enterprise must explore new trends and develop
promising ideas and prototypes. Our global technology research
unit, SAP Research, aims to do this for us. The unit is our IT
trend scout, exploring and evaluating the critical developments,
technologies, and business models that have significant
potential for our customers. Its tasks are to do research that
provides useful input to our product portfolio and to develop
and showcase innovative prototypes. It has established a
worldwide co-innovation network to help it achieve these aims.
Co-Innovation
in a Network of Partners
Each SAP Research center is near a partner university or is
collocated with an SAP development lab, which is ideal for
collaborative research. A structured approach to research and
trend management helps SAP Research generate the greatest
possible value from its creative work. The unit plays a leading
role in many research projects, collaborating with the
universities, research institutes, customers, and partners in
its large co-innovation network.
Living
Labs Concept
One route to product impact is through the living labs, in which
SAP Research co-innovates with customers, partners, and SAP
product groups early in the research process. The purpose of
living labs is to maximize the business value of new solutions.
SAP Research runs three of its own living labs and collaborates
in other living labs hosted by research partners.
One example of a living lab shared with partners is the THESEUS
Innovation Center in Berlin, Germany, which is funded by the
German Federal Ministry of Economics and Technology. Opened in
June 2010, the Center demonstrates technological research
results and use cases in real-world settings in the services
industry and the Future Internet.
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Next Big
Things
SAP Research explores fields of business and uses the findings
of its research projects to identify potential next big
things maximum impact, next-generation
technologies and applications.
One of these areas is the Future Internet, which aims to connect
the real world more fully with the virtual world by better
integrating the many technology stages, such as the Internet of
Things, the Internet of Services, cloud computing, social media,
and Web-based business process management. Because it is
service-oriented, its processes can be dynamic and efficient.
However, the Future Internet can do much more than just link
services: In the Future Internet, services, things, and people
will interact in a global network.
One practical illustration of the power of the Future Internet
is from the world of public security. At the CeBIT 2010
exhibition in Hanover, Germany, a prototype urban management
platform was presented. Based on a violent storm scenario, the
platform demonstrated how IT and the facilities that the Future
Internet offers could help rescue teams handle disaster
situations. Emergency task forces can better interact, enhancing
the safety and security of citizens and communities and
improving the uninterrupted delivery of critical functions,
including transportation, sanitation, energy, water, and health
and educational services.
Another possible application of the Future Internet is energy
management. Today, climate change, rapidly increasing energy
demand, and the depletion of fossil fuels are attracting much
public attention. Efficient power supply systems facilitating
the integration of renewable energies must be developed in
response to these challenges. SAP Research is evaluating modern
information and communication technologies (ICT) that can play a
vital role in accomplishing this goal. For example, ICT can
coordinate the distributed generation and consumption of energy
to optimize the entire power supply system.
With this in mind, SAP Research and its partners are together
examining the potential of electric vehicles, energy
marketplaces, new business processes for energy suppliers, and
other possible developments.
Todays
Students and Tomorrows Talents
Since its inception in 2005, the SAP Research PhD program has
always attracted top candidates who wish to research their
technical or business-oriented doctorate in a real business
context. SAP Research also collaborates with the global SAP
University Alliances program, and its researchers regularly hold
seminars, lectures, and conferences on topics of current
interest at universities.
New SAP
Offerings
In 2010, our research and development teams delivered innovation
throughout our portfolio of products and services. Our focus has
been on strengthening and enhancing customer choices and
capabilities in on-premise, on-demand, and on-device technology.
As the incubator of innovation, we were able to make substantial
improvements in the software our customers use to orchestrate
their applications across their unique IT landscapes. Throughout
the continual changes in demands and trends in the enterprise
application software space, there is one constant: our
commitment to generating a significant and lasting competitive
advantage for SAP by creating value for customers.
On-Premise
Rapid
Deployment Solutions
SAP launched SAP Rapid Deployment solutions, which are business
software solutions targeting specific
line-of-business
needs. They can be deployed in as little as 12 weeks. SAP
Rapid Deployment solutions are a
ready-to-use
combination of software, predefined services, and preconfigured
content at a predefined price. The first deployed
solutions are based on SAP Business Suite applications for
customer
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relationship management, supplier relationship management, and
business communications management.
Sustainability
Analytics
To help companies ensure product safety, comply with
environmental regulations, and better protect their employees,
we released SAP Best Practices packages for sustainability,
including the SAP Best Practices for Analytics in Health and
Safety, SAP Best Practices for Analytics in Product Safety and
Stewardship, and SAP Best Practices for Analytics in
Environmental Compliance packages. The new packages feature
operational analytics designed to give
line-of-business
managers in environment, health, and safety (EHS) and product
areas improved insight into core processes and information.
New
Version of SAP Business One
Building on strong market acceptance for the SAP Business One
application, which currently has thousands of customers from
small businesses and midsize companies in over 100 countries, we
added an enhanced user interface, embedded analytics, and
business network connectivity to this popular application.
Drawing on strong co-innovation from SAP partners, the new
release enables accelerated
time-to-value,
facilitates business adaptability, and increases ease of use and
affordability.
Industry-Specific
Analytic Applications
As part of the SAP BusinessObjects portfolio, we launched a
number of analytic applications tailored to address challenges
in specific industries and lines of business. Co-created with
customers and designed to work in any environment, the
applications provide the insight and best-practice support that
companies need to better understand risk, uncover opportunities,
and make the right decisions to optimize their business.
Best-Practices
Templates for Manufacturers
SAP now delivers preconfigured, best-practices templates for its
SAP Manufacturing Integration and Intelligence (SAP
MII) application to support batch manufacturing. The
templates extend the architecture of SAP MII by providing
prebuilt composites to support the preparation, execution,
documentation, and reporting of manufacturing processes. This
enhancement stems from a successful co-innovation project
supported by SAP, SAP partners Ciber, Systec &
Services, and Trebing + Himstedt, along with several
manufacturing customers.
On
Demand
New
Sustainability Offering
Companies can use the September 2010 enhanced version of the SAP
Carbon Impact OnDemand solution to help reduce their energy and
carbon footprint across entire operations and product supply
chains worldwide. SAP Carbon Impact OnDemand helps alleviate the
rising global pressure on companies to address the costs of
energy and carbon.
SAP
Sourcing OnDemand
To help companies reduce the costs associated with procured
goods and services, we released a new version of the SAP
Sourcing OnDemand solution. Our customers are using the solution
to enhance business activities, such as strategic sourcing,
contract life-cycle management, and supplier management. The new
version integrates readily with SAP ERP, and contains an
enhanced user interface along with additional embedded best
practices and on-demand services.
SAP
BusinessObjects BI OnDemand
Meeting the growing demand for SaaS business intelligence (BI)
tools that are easy to use, we now offer a complete BI toolset
in one flexible offering. The SAP BusinessObjects BI
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OnDemand solution, designed for casual BI users currently
underserved by products on the market, helps people get up and
running with no prior experience or training. The solution
features scalable, needs-based pricing models that allow
customers to easily and cost-effectively expand use of the
software as required.
Cloud-Based
Decision Making
Currently, most businesses use a range of
applications including
e-mail,
collaboration products, and business software to do
their work and help make decisions. As a result, projects often
become chaotic. SAP StreamWork, our new on-demand, collaborative
decision-making software, addresses this challenge by helping
teams at different locations work together, gather input, and
effectively collaborate toward goals and outcomes in a secure
cloud computing environment.
Feature
Pack for SAP Business ByDesign
The new feature pack for the SAP Business ByDesign solution
provides significant customer-centric innovations including
real-time in-memory analytics, support for mobile devices, and a
rich, customizable user interface. We also introduced three new
predefined starter packages that give customers a logical
starting point for deploying the complete SAP Business ByDesign
solution.
On
Device
Extending
the Reach of SAP Business Suite
Along with our newly acquired subsidiary Sybase, we launched two
new solutions for mobile workers. Accessed via iPhone and
Windows Mobile, and built on the industry-leading Sybase Unwired
Platform, the solutions extend the workflow management
capabilities of SAP Business Suite applications, including SAP
Customer Relationship Management (SAP CRM), and also can be
customized to tap into a variety of back-end data sources. With
seamless integration to business processes and
networks, the solutions help mobile workers increase their own
productivity and make timely business decisions.
Mobile
Applications for Small and Midsize Businesses
We created an iPhone application for the SAP Business One
application, available on the Apple iTunes Store. The mobile
application provides constant access to important data and key
functionality of SAP Business One, and is available as part of
the maintenance contract with SAP. We also launched an iPhone
application for the SAP Business ByDesign solution. This mobile
version of the integrated on-demand solution specifically
dedicated to midsize companies is easy to use and available to
all customers of Feature Pack 2.5 for SAP Business ByDesign,
SAP
Business Analytics and SAP BusinessObjects
SAP BusinessObjects Mobile provides remote access to business
intelligence (BI) reports, metrics, and right-time data with a
single click of a wireless device, enabling users to navigate
and analyze these familiar reports without a need for additional
training. SAP BusinessObjects Mobile supports a broad set of
mobile devices including BlackBerry, Windows Mobile, Symbian,
and others.
SAP
BusinessObjects Explorer for iPhone/iPad
SAP released iPad and iPhone versions of SAP BusinessObjects
Explorer on the Apple iTunes Store, providing customers
real-time access to business information at their fingertips.
Orchestration
New
Release of SAP NetWeaver Technology Platform
With the release of a new version of SAP NetWeaver in October
2010, SAP added components that simplify the adoption of
emerging technology, providing customers with a comprehensive
foundation for new
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innovations in cloud computing, mobility, and in-memory
computing. New features add enhanced functionality for Portal,
Business Warehouse, Mobile, Process Integration, and Composition
Environments. SAP NetWeaver delivers an innovation-rich
environment without any disruptions or delays.
New
Software for SAP Business
All-in-One
In March 2010, we introduced new SAP NetWeaver Business Client
software for customers that use SAP Business
All-in-One
solutions. It enables midsize companies to enhance
collaboration, connect people, and base decisions on real-time
data. It also helps users gain insight into business-critical
information in a one-stop workplace that can
integrate enterprise applications, analytics, and Web services.
SAP
High-Performance Analytic Appliance (SAP HANA)
SAP HANA is a flexible, data-agnostic, in-memory appliance that
combines SAP software components optimized for hardware provided
and delivered by SAP partners. With SAP HANA, organizations can
instantly analyze their business operations, using huge volumes
of detailed transactional and analytic information from
virtually any data source. In addition to revolutionizing
customers access to data, SAP HANA provides the foundation
for building new, innovative applications. These applications
will leverage the in-memory database and calculation engine
within SAP HANA allowing customers to conduct complex planning,
forecasting and simulation based on real-time data.
Services
Tiered
Support Program
We now offer a comprehensive, tiered support model to customers
worldwide. The offering includes SAP Enterprise Support services
and the SAP Standard Support option. Customers choose the option
that best meets
their requirements. However, the majority of customers chose SAP
Enterprise Support. The expanded maintenance and support
portfolio helps deliver choice, predictable pricing, and value
for customers.
New
Developments for Services
Additional service developments focus on giving customers an
accurate view of where maximum value can be achieved, while
consistently keeping business costs to a minimum. SAP delivers
predefined services to make it easier for customers to deploy
and use SAP solutions while lowering costs. Such services are
part of the SAP Rapid Deployment solutions, providing customers
with fixed-price, predefined software with implementation
accelerators designed for implementations within 12 weeks.
IT transformation services focus on reducing total cost of
ownership.
New
Sybase Offerings
New
Version of ASE Database
The latest release of the Sybase ASE enterprise-class database
enables businesses to meet the extreme performance, efficiency,
and service-level demands of next-generation
transaction-processing systems. It features the addition of two
new options: ASE In-memory Databases (IMDB) and Advanced Backup
Services. With these enhancements, ASE continues to deliver
unparalleled performance and manageability for data-intensive
environments that require very low response times and high
throughput.
Redefining
Massive Parallel Processing in Analytics
To meet customer needs for increased analytic performance,
scalability and architectural flexibility, we introduced new
innovation in Sybase IQ 15.3 analytics server. Specifically, the
PlexQ Distributed Query Platform, a Massively Parallel
Processing architecture, accelerates highly complex queries by
distributing
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work to many computers in a grid configuration.
Advancing
Innovation for Capital Markets
With a steady stream of innovation aimed at the capital markets,
Sybase continues to strengthen its leadership in this sector. We
released the Sybase Liquidity Management Suite (LMS), providing
the global financial services industry with a variety of new
modules enabling native support for Sybases relational
database management system and analytics platform.
IP
Exchange Services
With the mobile industry increasingly turning to Internet
Protocol (IP) as its preferred technology, demand has grown for
private IP networks that ensure quality technical performance
for high-value data transport in a secure environment. We now
offer the industrys first IP exchange platform
Sybase IPX 365 delivering a full suite through one
secure IP network. With this platform, network operators can
gain an upper hand in high service quality, efficient business
operations, and cost reduction.
Enhanced
Mobile Device Management
We are now offering the industrys most advanced and
complete mobile device management and security solution for iOS
4 and Android-powered smartphones and tablets. The recent
release of Sybase Afaria empowers enterprise IT to fully manage
mobile devices from a single console, meeting strict corporate
security standards.
Expanding
Mobile Commerce Offering
We expanded our mobile commerce offering by launching version
3.0 of Sybase mBanking 365 the recognized
market-leading and award-winning mobile banking platform. It
significantly enhances functionalities and simplifies the
deployment process, enabling
financial institutions to more quickly create a richer mobile
banking experience and increase customer satisfaction.
Patents
As a leader in enterprise applications, SAP actively seeks
intellectual property protection for innovations and proprietary
information. Our software innovations continue to strengthen our
market position, producing world-class enterprise solutions and
services. Our investment in R&D has resulted in numerous
patents. In 2010, we obtained 900 granted and validated patents
worldwide. Our portfolio includes patent families covering, for
example, the SAP Business Suite, SAP BusinessObjects products,
and SAP Business ByDesign. In addition, SAP also acquired over
230 granted and validated patents worldwide with its acquisition
of Sybase.
While our intellectual property is important to our success, we
believe our business as a whole is not entirely dependent on any
particular patent.
ACQUISITIONS
We continue to undertake targeted acquisitions to support and
complement our core focus of product and technological
innovation. We made the following acquisitions in 2010 and early
2011:
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In July, we acquired Sybase, a U.S. company headquartered
in Dublin, California (United States). Sybase delivers a range
of solutions to ensure that customer information is securely
managed and mobilized, including enterprise and mobile
databases, middleware, synchronization, encryption and device
management software, and mobile messaging services. Information
management, analytics, and enterprise mobility solutions by
Sybase are proven in the most data-intensive industries on all
major systems, networks, and devices. The acquisition
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underpins our vision of the unwired enterprise. It brings to us
technologies with which we can deliver a leading mobile platform
for business that is based on open standards, runs on all major
mobile operating systems, and manages and supports all major
device types. The combination of SAP and Sybase solutions offer
customers a complete and optimized high-performance business
analytics infrastructure. By porting, certifying, and optimizing
SAP Business Suite and other solutions on Sybase data management
servers, we will bring our customers a greater choice of
database platforms for their SAP applications.
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In July, we acquired TechniData, a German company and a
strategic SAP partner for more than 15 years. This
acquisition is in line with our commitment to helping companies
execute their sustainability strategies. TechniData is a leading
supplier of product safety and of environment, health, and
safety (EHS) solutions. TechniData provides software, systems
integration, and managed EHS services, and content to help
companies comply with the applicable regulations.
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In December, we acquired certain assets, including intellectual
property, customer contracts, and employee contracts, from
cundus, a German company. The acquisition of cunduss
financial disclosure management solutions extends our portfolio
of finance solutions with a collaborative offering that helps
enterprises achieve a timely, accurate, and more cost-effective,
and controlled financial close process. In current economic
conditions, companies and their finance departments are under
greater pressure to comply with International Financial
Reporting Standards (IFRS) and requirements to file financial
and business information
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using extensible business reporting language (XBRL).
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In February 2011, SAP acquired security software, identity and
access management software, as well as assets including
development and consulting resources from SECUDE, a leading
vendor of application security solutions in Switzerland. SAP
will include Secure Login and Enterprise Single Sign-On in its
product portfolio to provide its customers with secure
client-server communications for their SAP systems.
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Venture
Activities
SAP began its venture activities in 1996 by investing in
innovative and fast growing software and software services
companies. SAP Ventures focuses on bringing substantial benefit
to its portfolio companies and to SAP by facilitating
interactions between the innovative companies in its portfolio
and the SAP ecosystem. SAP Ventures invests globally and has
portfolio companies in Europe, India, Mauritius, and the United
States. In 2010, SAP Ventures invested in the following
companies:
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Spring Wireless is based in Brazil and delivers
end-to-end
mobility solutions designed to enable business and organizations
to increase productivity, optimize real-time processes and
operations, and maximize their business success.
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Aepona is a pioneer and global market leader in bringing mobile
intelligence to cloud computing and is based in Northern Ireland
(UK).
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Splashtop (formerly known as DeviceVM) is a privately held
software company based in San Jose, California (United
States), offering products that improve the personal computing
experience on tablets, smartphones, laptops, and netbooks.
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MuleSoft, headquartered in San Francisco, California
(United States), is a
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Web middleware company, providing enterprise-class software to
integrate on-premise and cloud applications.
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Based in San Jose, California (United States), Lavante
provides on-demand supplier information management and recovery
audit solutions for companies and their suppliers.
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On Deck Capital lends capital to main-street businesses through
a software platform which incorporates a proprietary credit
model based on business information rather than personal credit
scores. The company is headquartered in New York City, New York
(United States).
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Sustainability
Sustainability is core to the overall business strategy at SAP
and contributes to our mission to make the world run better. We
approach sustainability as the holistic management of social,
environmental, and economic risks and opportunities for
increased near-term and long-term profitability.
SAP is delivering customer solutions to improve sustainability
on a grand scale, improving its own operations to be more
sustainable, and helping provide equal access to economic
opportunity through the use of information technology. Over the
past 10 years, this strategy has led to inclusion in the
Dow Jones Sustainability Index for upholding ethical,
environmental, social, and governance values. For the last four
years, the index has named SAP as the leader in the software
sector. In addition, in recent years, SAP has been acknowledged
consistently for its sustainable business practices by leading
global sustainability rankings, including the Global 100 list of
the most sustainable corporations in the world, the FTSE4Good
index, the Global Challenges Index and the Nasdaq OMX CRD Global
Sustainability 50 Index. In Germany, we were nominated for the
2010 German Sustainability Award in the Most Sustainable
Strategy category.
In our Sustainability Report at
www.sapsustainabilityreport.com, we provide more detailed
information about our environmental, social, and economic
performance and impact, and about our products and services that
support sustainable operations. We publicly report on the
following 11 core metrics across environmental, social, and
economic dimensions:
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Carbon footprint: SAP recognizes its responsibility to
protect the environment by lowering emissions contributing to
climate change. We acknowledge carbon emissions as a proxy
measure for inefficient operations and excess spend. SAPs
goal is to reduce total GHG emissions to levels of the year 2000
by 2020. This equates to lowering emissions by about 50% from
2007 levels. GHG emissions for 2010 totaled approximately 425
kilotonnes. This represents a decrease of 6% compared to the 450
kilotonnes level in 2009. The main contributors to the 2010 GHG
savings were energy efficiency projects, changes of our
employees commuting behavior, and the continued purchase
of renewable energy.
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Total energy consumption: Our total energy consumption
includes all energy produced or purchased by our organization
(for example, the electricity powering our buildings and data
centers as well as the fuel propelling our corporate cars). We
did not have an overall goal for reducing total energy
consumption in 2010, but rather pursued program goals such as
reducing facility electricity use. These related efforts allowed
us to reduce our energy consumption from 2,907 terajoules in
2009 to 2,847 terajoules in 2010.
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Data center energy: We focus on making data centers more
energy efficient by measuring and managing the energy use of the
data center on a per employee basis. In 2010, two data centers
in Germany were certified as
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energy efficient by TÜV Rheinland. The data centers were
specifically recognized for the use of advanced technologies
like virtualization, optimal temperature reduction, and climate
control. Our continuous efforts led to a decrease of the data
center energy intensity from 3,038 kilowatt hours per FTE
(2009) to 2,763 kilowatt hours per FTE in 2010.
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Renewable energy consumed: SAP is using more and more
electricity from renewable sources. We purchase some of this
green electricity from local utility companies and produce some
using solar panels on our facilities. At the end of 2010, about
48% of our total electricity consumption stemmed from renewable
sources. More specifically, 35% of total electricity consumption
is bought by SAP and 13% stems from renewable electricity
already available within country electricity grids.
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Employee turnover: We are committed to attracting,
developing and retaining the best people in the industry. We
view our turnover rate as an important gauge of our performance.
In 2010, our global employee turnover rate was 9%, a decrease
compared to 2009 (11%) when employee turnover was also driven by
the reduction of workforce under the cost-containment program in
2009.
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Women in management: Because women are significantly
underrepresented in engineering, science, and information
technology (IT), the IT industry struggles with gender equality,
especially in management. SAP is working to recruit, retain, and
promote qualified women. We pay attention to the percentage of
women in top management as a measure of our success. Their
number remained relatively flat, 11.5% in 2010 compared to 11.0%
in 2009.
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Employee engagement: The engagement of our employees is a
leading indicator of being an employer of choice and of our
ability to deliver innovative solutions to the market. We
measure employee engagement as a combination of commitment,
pride, and loyalty, as well as being an advocate of SAP. A
bright spot in our recent employee survey was that 83% of our
employees confirmed they are proud to work for SAP. At the same
time our employee engagement index fell from 69% to 68% between
2009 and 2010. While 68% is still an average ranking compared to
the industry benchmark, it is an all-time low for SAP. The
employee engagement will be addressed using a comprehensive
follow-up
process based on activities ranging from education to workshops,
team analysis, feedback sessions to action plans.
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Health: SAPs health management organization has
developed a holistic and comprehensive program to meet the needs
of our employees who have sedentary, highly demanding
intellectual jobs. We use the Business Health Culture Index
(BHCI) to measure the stress/satisfaction balance of employees,
an indicator of organizational health and readiness to meet
strategic objectives. In 2010, our BHCI was 59% compared to 61%
in 2009.
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Customer satisfaction: We firmly believe that SAPs
success was and will always be linked to the success and
satisfaction of our customers. We measure customer satisfaction
using a number of indicators. Most importantly, we analyze
overall satisfaction and likelihood of our customers to
recommend SAP. On a scale of 1 to 10, overall customer
satisfaction remains at a satisfactory level of 7.6 globally,
compared to 7.7 in 2009. The likelihood to recommend increased
by 0.1 to 8.1.
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SAP identifies areas that need attention on a yearly basis.
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Software and software-related service revenue and operating
margin: For information about these two sustainability
indicators, see the Operating Results (IFRS) section.
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As detailed in our Sustainability Report, we are also
working to help communities worldwide recognize economic
opportunity through the power of IT. We believe in the power of
IT as a driver of social innovation, be it in education or as a
way to provide more equal access to economic opportunity.
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Strengthening communities and improving education: SAP
gave a total of 12,844,914 in cash donations, we
contributed approximately 59,000 volunteer hours in our schools
and communities, and donated our technology solutions to 700
eligible non-profit organizations to support our global
communities. Through its University Alliances program, SAP
donates licenses for its world leading business software to
schools and universities and improves career opportunities in
business and information technology for more than 200,000
students worldwide
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|
|
|
Economic opportunity: Our solutions and expertise provide
fundamental infrastructure for economic development in our
global markets. In 2010, we contributed technology and funding
to several pilot programs in Ghana, including the Shea Value
Chain Initiative that improves the living conditions for 1,500
Ghanaian women in the shea nut harvesting and butter business,
and the Ghana Extractives Industries Transparency Initiative
that improves transparency in the oil and mining industries. We
have also started initiatives in Haiti to train young
entrepreneurs and incubate local businesses to support economic
recovery.
|
For more information about how SAP solutions help companies run
better from the environmental, social, and economic
perspectives, see the Portfolio of Software and Services
section.
SEASONALITY
Our business has historically experienced the highest revenue in
the fourth quarter of each year, due primarily to year-end
capital purchases by customers. Such factors have resulted in
2010, 2009, and 2008 first quarter revenue being lower than
revenue in the prior years fourth quarter. We believe that
this trend will continue in the future and that our revenue will
continue to peak in the fourth quarter of each year and decline
from that level in the first quarter of the following year.
SALES,
MARKETING AND DISTRIBUTION
SAP primarily uses its worldwide network of subsidiaries to
market and distribute SAPs products and services locally.
These subsidiaries have entered into license or commissionaire
agreements with the SAP entity owning the underlying
intellectual property (generally SAP AG) pursuant to which the
subsidiary acquired the right to sublicense or sale SAPs
products to customers within a specific territory. Under these
agreements, the subsidiaries retain a certain percentage of the
revenue generated by the sublicensing activity. We began
operating in the United States in 1988 through SAP America,
Inc., a wholly owned subsidiary of SAP AG. Since then, the
United States has become one of our most important markets.
In addition to our subsidiaries sales forces, we have
developed an independent sales and support force through
value-added resellers unrelated to SAP who assume responsibility
for the licensing, implementation and some initial level of
support of our solutions. We have also entered into partnerships
with major system integration firms, telecommunication firms and
computer hardware providers to offer certain SAP Business Suite
applications.
59
Part I
Item 4
We establish partnerships with hardware and software suppliers,
systems integrators and third-party consultants with the goal of
providing customers with a wide selection of third-party
competencies. The role of the partner ranges from pre-sales
consulting for business solutions to the implementation of our
software products to project management and end-user training
for customers and, in the case of certain hardware and software
suppliers, to technology support. Beyond these partnerships, a
significant amount of consulting and training regarding SAP
products is handled by third-party organizations that have no
formal relationship or partnership with SAP.
Traditionally, our sales model has been to charge a one-time, up
front license fee for a perpetual license to our software
(without any rights to future products) which is typically
installed at the customer site. We now offer our solutions in a
variety of ways which include on-demand, hosted solutions, and
subscription-based models. Although revenues from these new
types of models currently are not material, we expect these
revenues to increase in the future.
Our marketing efforts cover large, multinational groups of
companies as well as small and midsize enterprises. We believe
our broad portfolio of solutions and services enables us to meet
the needs of customers of all sizes and across industries.
Capitalizing on the possibilities of the Internet, we actively
make use of online marketing. Some of our solutions can be
tested online via the Internet demonstration and evaluation
system, which also offers special services to introduce
customers and prospects to new solutions and services.
INTELLECTUAL
PROPERTY, PROPRIETARY RIGHTS AND LICENSES
We rely on a combination of the protections provided by
applicable statutory and
common law rights, including trade secret, copyright, patent,
and trademark laws, license and non-disclosure agreements, and
technical measures to establish and protect our proprietary
rights in our products. For further details on risks related to
SAPs intellectual property rights, see Item 3
Key Information Risk Factors Other
Operational Risks.
We may be dependent in the aggregate on technology that we
license from third parties that is embedded into our products or
that we resell to our customers. We have licensed and will
continue to license numerous third-party software products that
we incorporate into
and/or
distribute with our existing products. We endeavor to protect
ourselves in the respective agreements by obtaining certain
rights in case such agreements are terminated.
We are a party to certain patent cross-license agreements with
certain third parties.
We are named as a defendant in various legal proceedings for
alleged intellectual property infringements. See Note
(24) to our Consolidated Financial Statements for a more
detailed discussion of these legal proceedings.
ORGANIZATIONAL
STRUCTURE
As of December 31, 2010, SAP AG controlled directly or
indirectly 203 subsidiaries. Our subsidiaries perform various
tasks such as the distribution of SAPs products and
providing SAP services on a local basis, research and
development, customer support, marketing, and administration.
Our primary research and development facilities, the overall
group strategy and the corporate administration functions are
concentrated at our headquarters in Walldorf, Germany.
60
Part I
Item 4
The following table illustrates our most significant
subsidiaries based on revenues as of December 31, 2010:
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Ownership
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Country of
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Name of Subsidiary
|
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%
|
|
Incorporation
|
|
Function
|
|
Germany
|
|
|
|
|
|
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SAP Deutschland AG & Co. KG, Walldorf
|
|
100
|
|
Germany
|
|
Sales & Marketing, Consulting, Training and Administration
|
Rest of EMEA
|
|
|
|
|
|
|
SAP (UK) Limited, Feltham
|
|
100
|
|
Great Britain
|
|
Sales & Marketing, Consulting, Training, Customer Support,
Research and Development and Administration
|
SAP (Schweiz) AG, Biel
|
|
100
|
|
Switzerland
|
|
Sales & Marketing, Consulting, Training, Customer Support,
Research and Development and Administration
|
SAP France S.A., Paris
|
|
100
|
|
France
|
|
Sales & Marketing, Training and Administration
|
United States
|
|
|
|
|
|
|
SAP America, Inc., Newtown Square
|
|
100
|
|
USA
|
|
Sales & Marketing, Consulting, Training, Customer Support,
Research and Development and Administration
|
Rest of Americas
|
|
|
|
|
|
|
SAP Canada Inc., Toronto
|
|
100
|
|
Canada
|
|
Sales & Marketing, Consulting, Training, Customer Support,
Research and Development and Administration
|
Japan
|
|
|
|
|
|
|
SAP JAPAN Co., Ltd., Tokyo
|
|
100
|
|
Japan
|
|
Sales & Marketing, Consulting, Training, Customer Support,
Research and Development and Administration
|
Rest of APJ
|
|
|
|
|
|
|
SAP Australia Pty Limited, Sydney
|
|
100
|
|
Australia
|
|
Sales & Marketing, Consulting, Training, Customer Support,
Research and Development and Administration
|
Sybase Inc. (an independent business unit) would constitute a
significant subsidiary had we owned Sybase Inc. for the full
2010 fiscal year. This calculation is based on combining the
revenue from Sybase, Inc. and its subsidiaries that were
realized before we acquired Sybase, Inc. (January to July
2010) and the months since the acquisition (August to
December 2010).
DESCRIPTION
OF PROPERTY
Our principal office is located in Walldorf, Germany, where we
own and occupy approximately 410,000 square meters of
office and datacenter space including our facilities in
neighboring St. Leon-Rot. We also own and lease office space in
various other locations in Germany, totaling approximately
170,000 square meters. In approximately 65 countries
worldwide, we occupy roughly 1,475,000 square meters. The
space in most locations other than our principal office in
Germany is leased. We also own certain real properties in
Newtown Square and Palo Alto (United States); Bangalore (India);
Sao Leopoldo (Brazil), London (UK) and a few other
locations in and outside of Germany.
The office and datacenter space we occupy includes approximately
285,000 square meters in the EMEA region, excluding
61
Part I
Item 4,
4A
Germany, approximately 400,000 square meters in the region
North and Latin America, and approximately 210,000 square
meters in the APJ Region.
The space is being utilized for various corporate functions
including research and development, customer support, sales and
marketing, consulting, training, administration and messaging.
Substantially all our facilities are being fully used. For a
discussion on our non-current assets by geographic region see
Note (29) to our Consolidated Financial Statements. Also
see, Item 6. Directors, Senior Management and
Employees Employees, which discusses the
numbers of our employees, in FTEs, by business area and
by geographic region, which may be used to approximate the
productive capacity of our workspace in each region.
We believe that our facilities are in good operating condition
and adequate for our present usage. We do not have any
significant encumbrances on our properties. We do not believe we
are subject to any environmental issues that may affect our
utilization of our any of our material assets. We are currently
undertaking construction activities in various locations to
increase our capacity for future expansion of our business. Some
of our significant construction activities are described below,
under the heading Principal Capital Expenditures and
Divestitures Currently in Progress.
Capital
Expenditures
Principal
Capital Expenditures and Divestitures Currently in
Progress
In Singapore, we commenced a project in the second half of 2010
to consolidate three of our current offices into one new
building. The project involved moving approximately
830 employees to the new location. The total cost of this
project was approximately 13 million. We funded this
project with internally generated cash flows. The consolidation
of these offices was completed by the end of 2010 and the
employees have occupied the new building since early January
2011.
Principal
Capital Expenditures and Divestitures for the Last Three
Years
Our capital expenditures for property, plant, and equipment
amounted to 287 million for 2010 (2009:
207 million; 2008: 344 million). Capital
expenditures in 2010 for property, plant, and equipment
increased compared to 2009 due mainly to an increase in spending
on IT hardware and cars. The decrease from 2008 to 2009 was
mainly due to a decrease in spending on real estate and
buildings. For a related discussion on our property, plant, and
equipment see Note (17) to our Consolidated Financial
Statements.
Our capital expenditures for intangible assets such as software
licenses, acquired technologies and customer contracts amounted
to 1,814 million in 2010 from 51 million
in 2009 (2008: 1,043 million). This increase was due
primarily to the acquisition of Sybase. Our investments
allocated to goodwill amounted to 3,401 million in 2010
from 41 million in 2009 (2008:
3,511 million). This increase was due primarily to
the acquisition of Sybase. The significant decrease from 2008 to
2009 in the additions to goodwill and intangible assets was
primarily attributable to the acquisition of BusinessObjects in
2008, whereas in 2009 we only had some small acquisitions. For
further details on acquisitions and related capital
expenditures, see Note (4) and Note (16) to our
Consolidated Financial Statements.
For further information regarding the principal markets in which
SAP competes, including a breakdown of total revenues by
category of activity and geographic market for each of the last
three years, see Item 5. Operating and Financial
Review and Prospects Operating Results of this
report.
ITEM 4A.
UNRESOLVED STAFF COMMENTS
Not applicable.
62
Part I
Item 5
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ITEM 5.
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OPERATING
AND FINANCIAL REVIEW AND PROSPECTS
|
OVERVIEW
Our principal sources of revenue are sales of software products
and related services. Software revenue is primarily derived from
software license fees that customers pay to use our products.
Support revenue is derived from support services which provide
the customer with unspecified upgrades, updates and enhancements
and software support. Our software and support revenue is
included within software and software-related services on our
income statement. In addition to those revenue streams, our
software and software-related service revenue includes
subscription and other software-related service revenue.
Subscription revenues flow from contracts that have both a
software element and a support element. Subscription contracts
typically give our customers the use of current software and the
right to unspecified future products. We typically charge a
fixed monthly or quarterly fee for a definite term up to five
years. Software rental revenue flows from software rental
contracts, which include software and support service elements.
These contracts provide the customer with current software
products and support but do not provide the right to receive
unspecified future software products. Customers pay a periodic
fee over the rental term and we recognize fees from software
rental contracts ratably over the term of the arrangement. Our
revenue from other software-related services includes revenue
from our on-demand offerings, from hosting contracts that do not
entitle the customer to readily exit the arrangement, and from
software-related revenue-sharing arrangements.
We also earn revenue from our professional services, which are
included within professional services and other service revenue
on our income statement. This revenue consists of consulting and
other service revenue; consulting revenue is primarily derived
from the services rendered with respect to implementation
of our software products and other service revenue results
primarily from our training and hosting activities; and the
messaging services business that we acquired as a part of the
Sybase acquisition.
Other service revenue primarily results from training revenue
and messaging revenue; training revenue results from rendering
training for customer project teams and end-users, as well as
training third-party consultants with respect to SAP software
products. Our messaging revenue primarily results from per
message transaction fees. Hosting revenue results from
non-mandatory hosting services, application management services,
and sales commission received from third-parties. Non-mandatory
hosting services revenue consists of revenue from hosting
contracts from which the customer can readily exit if it wishes
to run the software on its own systems.
See Item 4. Information about SAP
Portfolio of Software and Services for a more detailed
description of the products and services we offer.
The following discussion is provided to enable a better
understanding of our operating results for the periods covered,
including:
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the economic conditions that we believe impacted our performance
in 2010;
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our outlook for 2010 compared to our actual performance
(non-IFRS);
|
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|
a discussion of our operating results for 2010 compared to 2009
and for 2009 compared to 2008;
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the economic conditions we believe will impact our performance
in 2011; and
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our operational targets for 2011 (non-IFRS).
|
The preceding overview should be read in connection with the
more detailed discussion and analysis of our financial condition
and results of operations in this Item 5,
Item 3.
63
Part I
Item 5
Key Information Risk Factors and
Item 18. Financial Statements.
ECONOMIC
CONDITIONS
Global
Economic Trends
There was positive momentum behind the global
economy in 2010, with economic activity growing more vigorous
worldwide, leading economic research bodies report. The revival
of activity was, however, less pronounced than it had been in
the early stages of recovery after past economic crises. And
although the first half of 2010 saw a steep rebound in the
global economy, progress faltered in the second half. One
contributory factor was that, increasingly, governments were
withdrawing their stimulus programs.
The emerging markets recuperated better from the crisis than the
advanced economies. Overall in 2010, the emerging market
economies grew sturdily. By contrast, the advanced nations
struggled all year with labor markets that were weak and
consumer markets that had little faith in sustained recovery. In
consequence, the recovery remained relatively frail in the
advanced nations.
The strength of the recovery in the EMEA region was uneven. The
euro area economies expanded slowly but surely, although not to
precrisis levels. Recovery in the euro area drew strength from a
revival of export trade and an increase in consumer spending. On
the other hand, the banks circumspect lending policy
continued to drag on progress. Among the euro area countries,
the German economy was notably upbeat in 2010: It made
considerable progress, resulting in a surprisingly rapid
improvement in the employment situation in Germany over the
year. The economies of Central and Eastern Europe, which had
taken a severe blow in the crisis, fared less well, with
domestic demand remaining inadequate to support any strong
rebound. In Africa and the Middle East, economies turned the
corner and began to grow again. Chief among the factors
encouraging recovery there were the price of
petroleum, which rose again, and government stimulus measures,
with which the governments of petroleum-exporting countries
aided sectors of the economy unrelated to oil.
In the Americas region, U.S. economic recovery hesitated
from the second quarter of 2010 despite plentiful government
stimulus programs. Industrial output expanded slowly; only
consumer spending increased in the fourth quarter. By the end of
2010, the U.S. economy had recovered to approximately its
precrisis level. However, in Latin America high single-digit
percentage growth was sustained throughout the year, greatly
supported by buoyant commodity prices.
The emerging economies of the Asia Pacific Japan (APJ) region
grew fastest of all in 2010. Helped by burgeoning domestic
demand and government measures, the average of gross domestic
product (GDP) percentage increases in these countries was just
short of double digits. Economic growth was so stable and
self-supporting that, by the end of the year, the emerging
economies in the APJ region had surpassed their precrisis
levels. Alone in the region, the Japanese economy had not
recovered from the crisis by the end of the year. Despite two
fiscal packages, it was stalled significantly below the level it
had attained before the recession. As an export-oriented
economy, Japans major difficulty lay in the persistently
weak demand from its overseas customers.
The IT
Market
In 2010, the global IT market recovered from the crisis of the
preceding two years. Percentage growth in worldwide IT
investment for the year was in the upper single digits. Goldman
Sachs reports that by the end of the year, IT investment was
greater than at any time since 2007. The final quarter was true
to normal for the season, and no longer suffering from the
effects of the crisis.
Throughout the year, IT investment grew more rapidly in the
emerging economies than in the advanced nations. According to
International Data Corporation (IDC), a market
64
Part I
Item 5
research firm based in the United States, the difference is that
in the advanced nations, businesses and consumers were cautious
about spending in view of the crisis, and banks remained
cautious about lending. The disparity might have been greater
still, IDC says, had the IT market in the advanced nations not
benefited almost all year from government stimulus programs.
IDC reports that the market for hardware grew by double-digit
percentages in 2010, as businesses made investments they had
postponed during the crisis. However, growth in the software and
services market was in the lower single-digit range.
Nonetheless, several new technologies gained in importance in
2010. For example, the social Web began to penetrate the world
of business, according to Forrester, a market research
organization based in the United States. Forrester notes that
new, nonrelational database technologies were another feature of
the software market in 2010. They manage very large numbers of
users and volumes of data, and they may replace relational
databases. Another market research firm based in the United
States, Gartner, reports that the market for software as a
service (SaaS) grew by a double-digit percentage in 2010.
Reporting specifically about the EMEA region, IDC notes that in
Western Europe investment in IT increased markedly in 2010 after
the crisis. IDC reports that in the Americas region, it was
mainly small and medium businesses that started to invest in IT
again in 2010 and that the hardware segment and the software and
services segment were at the forefront. In 2010, IT investment
in the APJ region grew even more strongly than IDC had
projected, but IDC says this was largely because investment had
contracted more there in the 2009 crisis than it had originally
expected.
OUTLOOK
FOR 2010
Performance
Against Outlook for 2010 (Non-IFRS)
Our 2010 operating income-related internal management goals and
published outlook were based on non-IFRS terms. For this reason,
in the following section we discuss performance against our
outlook exclusively and expressly in terms of non-IFRS numbers
derived from IFRS measures. All subsequent discussions in the
Operating Results (IFRS) section are in terms of IFRS
measures. As a result, the numbers in that section are not
explicitly identified as IFRS measures.
Outlook
for 2010 (Non-IFRS)
At the beginning of 2010, we projected that our operating margin
(non-IFRS) for 2010 would be between 30% and 31% (2009: 27.4%)
on a constant currency basis. We also anticipated in 2010 that
software and software-related service revenue (non-IFRS) would
increase between 4% and 8% on a constant currency basis (2009:
8.2 billion).
In April 2010, we confirmed the outlook we published in January
2010. In July 2010, we changed our outlook to take into account
the acquisition of Sybase: we expected 2010 non-IFRS software
and software-related service revenue to increase between 9% and
11% on a constant currency basis (2009: 8.2 billion).
We still expected SAPs business without Sybase results to
contribute 6 to 8 percentage points to this growth. We
expected the 2010 non-IFRS operating margin to be between 30%
and 31% (2009: 27.4%) on a constant currency basis.
In October 2010, we reiterated the outlook we published in July
2010.
Throughout 2010, we projected an effective tax rate of between
27.5% and 28.5% (IFRS) for 2010 (2009: 28.1%).
65
Part I
Item 5
To assist in understanding our 2010 performance as compared to
our 2010 outlook a reconciliation from our IFRS financial
measures to our non-IFRS financial measures is provided below.
These IFRS financial measures reconcile to the nearest non-IFRS
equivalents as follows:
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|
|
|
|
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|
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|
|
|
|
|
|
|
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|
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|
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Support
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|
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Currency
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Non-IFRS
|
|
|
|
|
|
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Revenue Not
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|
|
|
|
|
|
|
|
Effect on the
|
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Financial
|
|
|
|
IFRS
|
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Recorded
|
|
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Acquisition-
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|
|
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Non-IFRS
|
|
|
Non-IFRS
|
|
|
Measure at
|
|
|
|
Financial
|
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Under
|
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Related
|
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Discontinued
|
|
|
Financial
|
|
|
Financial
|
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|
Constant
|
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|
|
Measure
|
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IFRS
|
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|
Charges
|
|
|
Activities
|
|
|
Measure
|
|
|
Measure
|
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Currency
|
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millions, except operating margin
|
|
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Software and software-related service revenue
|
|
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9,794
|
|
|
|
74
|
|
|
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n/a
|
|
|
|
n/a
|
|
|
|
9,868
|
|
|
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−570
|
|
|
|
9,298
|
|
Total
revenue(1)
|
|
|
12,464
|
|
|
|
74
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
12,538
|
|
|
|
−709
|
|
|
|
11,829
|
|
Operating
profit(1)
|
|
|
2,591
|
|
|
|
74
|
|
|
|
300
|
|
|
|
983
|
|
|
|
3,947
|
|
|
|
−339
|
|
|
|
3,608
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|
Operating margin in %
|
|
|
20.8
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|
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|
0.5
|
|
|
|
2.4
|
|
|
|
7.8
|
|
|
|
31.5
|
|
|
|
−1.0
|
|
|
|
30.5
|
|
|
|
|
(1) |
|
Operating profit is the numerator
and total revenue is the denominator in the calculation of our
IFRS operating margin and the comparable non-IFRS operating
margin, and are included in this table for the convenience of
the reader.
|
2010
Actual Performance Compared to Outlook (Non-IFRS)
On a constant currency basis, our non-IFRS software and
software-related service revenue grew 13% in 2010 to
9.3 billion (2009: 8.2 billion),
surpassing the outlook we published in January 2010 (4% to 8%)
and updated outlook we published in July 2010 (9% to 11%). The
increase was primarily due to the incipient economic recovery in
2010, which encouraged new and existing customers to
considerably step up investment. SAPs business without
Sybase results contributed 10 percentage points to non-IFRS
software and software-related service revenue growth on a
constant currency basis.
Our 2010 non-IFRS operating margin on a constant currency basis
was 30.5%, meeting the outlook we provided in 2010 (30% to 31%).
Our 2010 non-IFRS operating margin was 3.1 percentage
points higher than the previous years non-IFRS operating
margin of 27.4%. In contrast to 2009, restructuring
expenses did not materially impact our operating margin in 2010,
whereas in 2009 restructuring expenses negatively impacted our
non-IFRS operating margin by 1.8 percentage points.
We achieved an effective tax rate of 22.5% for 2010 (based on
IFRS), which is considerably lower than the effective tax rate
projected for 2010 (27.5% to 28.5%). This decrease in comparison
to the outlook mainly resulted from the tax effect of the
increase in provision recorded for the TomorrowNow litigation.
OPERATING
RESULTS (IFRS)
This Operating Results (IFRS) section discusses results
exclusively in terms of IFRS measures, so the IFRS numbers are
not explicitly identified as such.
We acquired Sybase at the end of July 2010. Therefore, the
Sybase results are incorporated in our results only for the
months August to December 2010.
66
Part I
Item 5
Our 2010
Results Compared to our 2009 Results (IFRS)
Revenue
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|
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Change
|
|
|
|
2010
|
|
|
2009
|
|
|
2010 vs 2009
|
|
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|
millions
|
|
|
|
|
|
Software revenue
|
|
|
3,265
|
|
|
|
2,607
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|
25
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%
|
Support revenue
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|
|
6,133
|
|
|
|
5,285
|
|
|
|
16
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%
|
Subscription and other software-related service revenue
|
|
|
396
|
|
|
|
306
|
|
|
|
29
|
%
|
Software and software-related service revenue
|
|
|
9,794
|
|
|
|
8,198
|
|
|
|
19
|
%
|
Consulting revenue
|
|
|
2,197
|
|
|
|
2,074
|
|
|
|
6
|
%
|
Other service revenue
|
|
|
473
|
|
|
|
400
|
|
|
|
18
|
%
|
Professional services and other service revenue
|
|
|
2,670
|
|
|
|
2,474
|
|
|
|
8
|
%
|
Total revenue
|
|
|
12,464
|
|
|
|
10,672
|
|
|
|
17
|
%
|
Total
Revenue
Total revenue increased from 10,672 million in 2009
to 12,464 million in 2010, representing an increase
of 1,792 million or 17%. SAPs business without
the Sybase results contributed 14% to this growth. This total
revenue growth reflects a 10% increase from changes in volumes
and prices and a 7% increase from currency effects.
Specifically, our software revenue increased by
658 million as compared to 2009 and our support
revenue increased by 848 million as compared to 2009.
Additionally, our SSRS revenue increased, resulting in software
and software-related service revenue of 9,794 million
in 2010. Software and software-related service revenue
represented 79% of our total revenue in 2010 compared to 77% in
2009. Professional services and other service revenue
contributed 2,670 million to our total revenue in
2010. This represents an increase of 8% compared to 2009.
Professional services and other service revenue accounted for
21% of our total revenue in 2010 compared to 23% in 2009.
For an analysis of our total revenue by region and industry, see
the Revenue by Region and Revenue by Industry
sections.
Software
and Software-Related Service Revenue
Software revenue represents fees earned from the sale or license
of software to
customers. Support revenue represents fees earned from providing
customers with technical support services and unspecified
software upgrades, updates, and enhancements. Subscription and
other software-related service revenue represents fees earned
from software subscriptions, on-demand offerings, rentals, and
other types of software-related service contracts.
In 2010, software and software-related service revenue increased
from 8,198 million in 2009 to
9,794 million, representing an increase of 19%. The
software and software-related service revenue growth reflects a
13% increase from changes in volumes and prices and a 6%
increase from currency effects. SAPs business without the
Sybase results contributed 16% to this growth.
Software revenue increased from 2,607 million in 2009
to 3,265 million in 2010, representing an increase of
658 million or 25%. The software revenue growth
consists of a 16% increase from changes in volumes and prices
and a 9% increase from currency effects.
SAP Business Suite revenue contributed most to the overall
organic increase in software revenue, followed by SAP
BusinessObjects solutions as well as our products based on our
SAP NetWeaver platform.
Our customer base increased again in 2010. Based on the value of
software orders
67
Part I
Item 5
received, excluding Sybase, 18% of our software orders received
in 2010 were attributable to deals with new customers (2009:
17%). The value of software orders received, excluding Sybase,
increased 21% year over year. The total number of new software
deals closed, excluding Sybase, increased by 5% to 44,875 (2009:
42,639).
Support revenue increased from 5,285 million in 2009
to 6,133 million in 2010, representing an increase of
848 million or 16%. This support revenue growth
reflects a 10% increase from changes in volumes and prices and a
6% increase from currency effects. The SAP Enterprise Support
maintenance service was the largest contributor to our support
revenue. Our increased support revenue resulted from our stable
customer base and the continued sale of software to existing and
new customers throughout 2010.
Subscription and other software-related service revenue
increased 90 million or 29% to 396 million
compared to 306 million in 2009. The increase in
revenue reflects a 25% increase from volumes and prices and a 4%
increase from currency effects. It derives primarily from
subscription contracts concluded in 2009 and 2010.
Professional
Services and Other Service Revenue
Professional services and other service revenue consists
primarily of consulting and other service revenue. We generate
most of our consulting revenue from the implementation of our
software products. Other service revenue consists mainly of
training revenue from
providing educational services to customers and partners on the
use of our software products and related topics, such as revenue
from the Sybase acquired messaging services business.
Professional services and other service revenue increased
196 million or 8% from 2,474 million in
2009 to 2,670 million in 2010. The rise consists of a
2% increase from changes in volumes and prices and a 6% increase
from currency effects.
Consulting revenue increased 6% from 2,074 million in
2009 to 2,197 million in 2010. The increase was
derived from currency effects. In 2010, consulting contributed
82% of professional services and other service revenue (2009:
84%). Consulting revenue contributed 18% of total revenue (2009:
19%). A substantial portion of consulting revenue follows on
from software license sales. Software license sales were
relatively weak in 2009. In this context, the growth in
consulting revenue in 2010 is unremarkable.
Other service revenue increased 18% from 400 million
in 2009 to 473 million in 2010. The other service
revenue increase consists of a 13% increase from changes in
volumes and prices and a 5% increase from currency effects. This
increase resulted primarily from training revenue, hosting
revenue that the SAP IT organization generates by operating,
managing, and maintaining SAP solutions and messaging revenue
from Sybase, which we acquired in July 2010.
68
Part I
Item 5
Revenue
by Region and Industry
Revenue
by Region
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in %
|
|
|
|
2010
|
|
|
2009
|
|
|
2010 vs 2009
|
|
|
|
millions
|
|
|
|
|
|
Germany
|
|
|
2,195
|
|
|
|
2,029
|
|
|
|
8
|
%
|
Rest of EMEA
|
|
|
4,068
|
|
|
|
3,614
|
|
|
|
13
|
%
|
Total EMEA
|
|
|
6,263
|
|
|
|
5,643
|
|
|
|
11
|
%
|
United States
|
|
|
3,243
|
|
|
|
2,695
|
|
|
|
20
|
%
|
Rest of Americas
|
|
|
1,192
|
|
|
|
925
|
|
|
|
29
|
%
|
Total Americas
|
|
|
4,435
|
|
|
|
3,620
|
|
|
|
23
|
%
|
Japan
|
|
|
513
|
|
|
|
476
|
|
|
|
8
|
%
|
Rest of APJ
|
|
|
1,253
|
|
|
|
933
|
|
|
|
34
|
%
|
Total APJ
|
|
|
1,766
|
|
|
|
1,409
|
|
|
|
25
|
%
|
Total revenue
|
|
|
12,464
|
|
|
|
10,672
|
|
|
|
17
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in %
|
|
|
|
2010
|
|
|
2009
|
|
|
2010 vs. 2009
|
|
|
|
millions
|
|
|
|
|
|
Process industries
|
|
|
2,529
|
|
|
|
2,008
|
|
|
|
25
|
%
|
Discrete industries
|
|
|
2,420
|
|
|
|
2,127
|
|
|
|
14
|
%
|
Consumer industries
|
|
|
2,367
|
|
|
|
1,976
|
|
|
|
21
|
%
|
Service industries
|
|
|
2,788
|
|
|
|
2,516
|
|
|
|
10
|
%
|
Financial services
|
|
|
1,058
|
|
|
|
909
|
|
|
|
16
|
%
|
Public services
|
|
|
1,302
|
|
|
|
1,136
|
|
|
|
14
|
%
|
Total revenue
|
|
|
12,464
|
|
|
|
10,672
|
|
|
|
17
|
%
|
Revenue
by Region
We operate our business in three principal geographic regions:
the Europe, Middle East, and Africa (EMEA) region; the Americas
region, which comprises North and Latin America; and the Asia
Pacific Japan (APJ) region, which comprises Japan, Australia,
and other parts of Asia. We allocate revenue amounts to each
region based on where the customer is located. For additional
information with respect to operations by geographic region, see
the Notes to the Consolidated Financial Statements
section, Note (29).
The EMEA
Region
In 2010, 50% of our total revenue was derived from the EMEA
region (2009: 53%). Our revenue from the EMEA region grew 11% in
2010 to 6,263 million (2009:
5,643 million). This growth reflects an 8% increase
from
changes in volumes and prices and a 3% increase from currency
effects. Total revenue in Germany increased 8% to
2,195 million in 2010 (2009:
2,029 million). Germany contributed 35% to our total
revenue from the EMEA region, which is a decrease of
1 percentage point compared to 2009. Other EMEA revenue in
2010 originated primarily from the United Kingdom, France,
Switzerland, the Netherlands, Italy, and Russia. Software and
software-related service revenue generated in the EMEA region in
2010 totaled 4,883 million
(2009: 4,336 million). Software and
software-related service revenue accounted for 78% of all
revenue in the EMEA region in 2010 (2009: 77%).
The
Americas Region
Of our 2010 total revenue, 36% (2009: 34%) was recognized in the
Americas region. Revenue in the region increased 23% to
4,435 million in 2010. Revenue from the
69
Part I
Item 5
United States rose 20% to 3,243 in 2010, which represents
an increase of 13% from changes in volumes and prices and a 7%
increase from currency effects. The United States contributed
73% (2009: 74%) of the Americas region revenue. Revenue from the
rest of the Americas region increased 29% to
1,192 million, which represents an increase of 15%
from changes in volumes and prices and a 14% increase from
currency effects. This revenue was principally generated in
Canada, Brazil, and Mexico. In 2010, software and
software-related service revenue from our Americas region grew
26% to 3,427 million (2009:
2,718 million). This growth included a 9% increase
from currency effects. Software and software-related service
revenue represented 77% of all revenue in the Americas region in
2010 (2009: 75%).
The APJ
Region
In 2010, the APJ region contributed 14% (2009: 13%) to our total
revenue, with most of this revenue being derived from Japan. In
the APJ region, revenue rose by 25% to 1,766 million
in 2010. Revenue from Japan increased 8% to
513 million, which represents 29% (2009: 34%) of our
revenue from the APJ region. The revenue rise in Japan reflects
a 5% decrease due to changes in volumes and prices and a 13%
increase from currency effects. Together, the other countries in
the APJ region principally Australia, India, and
China saw a 34% increase in revenue, reflecting a
16% increase in volumes and prices and an 18% increase from
currency effects. In 2010,
our APJ region achieved software and software-related service
revenue growth of 30% (including 17% from currency effects) to
reach 1,485 million (2009: 1,144 million).
Software and software-related service revenue represented 84% of
all revenue in the APJ region in 2010 (2009: 81%).
Revenue
by Industry
We have identified six industry sectors on which to focus our
development efforts in the key industries of our existing and
potential customers. We provide best business practices and
specific integrated business solutions to those industries. We
allocate our customers to an industry at the outset of an
initial arrangement. All subsequent revenue from a particular
customer is recorded under that industry sector.
Our revenue growth percentage in every industry sector was in
double digits in 2010. Two of our industry sectors outperformed
the Companys total revenue growth percentage of 17% in
2010: process manufacturing industries achieved
2,529 million revenue and a
year-over-year
growth rate of 26%; and consumer industries achieved
2,367 million revenue at a growth rate of 20%. Our
other industry sectors performed as follows: Financial services
industries revenue grew 16% to 1,058 million; public
service industries achieved 1,302 million revenue, an
increase of 15%; discrete manufacturing industries revenue was
2,420 million, an increase of 14%, and service
industries revenue grew 11% to 2,788 million.
70
Part I
Item 5
Operating
Profit and Margin
Total
Operating Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
|
|
|
|
2010
|
|
|
2009
|
|
|
2010 vs. 2009
|
|
|
|
millions
|
|
|
|
|
|
Cost of software and software-related services
|
|
|
−1,823
|
|
|
|
−1,658
|
|
|
|
10
|
%
|
Cost of professional services and other services
|
|
|
−2,071
|
|
|
|
−1,851
|
|
|
|
12
|
%
|
Research and development
|
|
|
−1,729
|
|
|
|
−1,591
|
|
|
|
9
|
%
|
Sales and marketing
|
|
|
−2,645
|
|
|
|
−2,199
|
|
|
|
20
|
%
|
General and administration
|
|
|
−636
|
|
|
|
−564
|
|
|
|
13
|
%
|
Restructuring
|
|
|
3
|
|
|
|
−198
|
|
|
|
<-100
|
%
|
TomorrowNow litigation
|
|
|
−981
|
|
|
|
−56
|
|
|
|
>100
|
%
|
Other operating income, net
|
|
|
9
|
|
|
|
33
|
|
|
|
−73
|
%
|
Total operating expenses
|
|
|
−9,873
|
|
|
|
−8,084
|
|
|
|
22
|
%
|
Operating
Profit and Operating Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
|
|
|
2010
|
|
|
2009
|
|
|
2010 vs. 2009
|
|
|
million, except for operating margin
|
|
|
|
|
Operating profit
|
|
|
2,591
|
|
|
|
2,588
|
|
|
0%
|
Operating margin in %
|
|
|
20.8
|
|
|
|
24.3
|
|
|
−3.5pp
|
Operating
Profit and Operating Margin
In 2010, our operating profit was almost unchanged year over
year at 2,591 million (2009:
2,588 million) despite costs totaling
981 million (2009: 56 million) that
negatively impacted our operating profit. These costs resulted
from an increase in the provision we recorded for the
TomorrowNow litigation. For more information about the
TomorrowNow litigation, see the Notes to the Consolidated
Financial Statements section, Note (24). Acquisition-related
charges of 300 million (2009: 271 million)
also had a greater effect on operating profit than in the
previous year.
Our operating margin was 20.8% (2009: 24.3%), a decrease of
3.5 percentage points. Acquisition-related charges and
effects from discontinued TomorrowNow activities negatively
impacted our operating margin by 10.3 percentage points in
2010 (2009: 3.1 percentage points). In 2009, restructuring
charges of 198 million impacted the operating margin
by 1.9 percentage points, whereas in 2010
restructuring expenses did not materially impact our operating
margin.
Our total operating expenses increased 1,789 million
or 22% to 9,873 million compared with
8,084 million in 2009, primarily as a result of the
greater expense from discontinued TomorrowNow activities and the
acquisition of Sybase.
The sections that follow discuss our costs by line item. All
cost line items below were impacted by the inclusion of Sybase
for the months August to December 2010.
Cost of
Software and Software-Related Services
Cost of software and software-related services consists
primarily of various customer support costs, cost of developing
custom solutions that address customers unique business
requirements, and license fees and commissions paid to third
parties for databases and the other complementary third-party
products sublicensed by us to our customers.
71
Part I
Item 5
Cost of software and software-related services increased 10%
from 1,658 million in 2009 to
1,823 million in 2010. The principal reason for this
increase was an increase in headcount to cover growing demand
for SAP Enterprise Support in 2010, demand that was also
reflected in growing software-related service revenue. The
margin on our software and software-related services, defined as
the ratio of the gross software and software-related services
result to software and software-related service revenue,
expressed as a percentage, was 81% in 2010 (2009: 80%).
Cost of
Professional Services and Other Services
Cost of professional services and other services consists
primarily of the cost of consulting and training personnel and
the cost of bought-in third-party consulting and training
resources. This item also includes sales and marketing expenses
for our professional services and other services resulting from
sales and marketing efforts where those efforts cannot be
clearly distinguished from providing the professional services
and other services.
Cost of professional services and other services rose 12% from
1,851 million in 2009 to 2,071 million in
2010. The margin on our professional services and other
services, defined as the ratio of the gross professional
services and other services result to professional services and
other services revenue, expressed as a percentage, was 22% in
2010 (2009: 25%).
The reasons for the decline in the profitability of our
professional services and other services were investments we
made to prepare for growing demand in 2010 after the downturn in
2009 and costs incurred on unprofitable consulting contracts.
Research
and Development
Our research and development (R&D) expense consists
primarily of the personnel cost of our R&D employees, costs
incurred for independent contractors we retain to assist in our
R&D activities, and amortization of the computer hardware
and software we use for our R&D activities.
Our total R&D expense rose 9% to 1,729 million
in 2010. The increase was mainly due to the inclusion of Sybase
and to unfavorable currency effects.
Our R&D expense as a percentage of total revenue declined
to 14% (2009: 15%). Total revenue increased more steeply than
R&D expense, resulting in a reduction in the R&D ratio.
Sales and
Marketing
Sales and marketing expense consists mainly of personnel costs
and direct sales costs to support our sales and marketing lines
of business in selling and marketing our products and services.
Sales and marketing expenses increased 20% to
2,645 million in 2010 compared to
2,199 million in 2009. The increase was mainly due to
increased travel and marketing expenses driven by an increase in
our business activity, and unfavorable currency effects. By
increasing our sales force we accelerated our revenue growth.
Sales and marketing expense as a percentage of total revenue was
21% in 2010, little changed since 2009.
General
and Administration
Our general and administration (G&A) expense consists
mainly of personnel costs to support our finance and
administration functions.
Our G&A expense rose from 564 million in 2009 to
636 million in 2010, representing an increase of 13%.
The increase in cost was mainly driven by the inclusion of
Sybase and by unfavorable currency effects. G&A expenses as
a percentage of total revenue in 2010 were consistent with the
2009 level of 5%.
72
Part I
Item 5
Segment
Discussions
The acquisition of Sybase, Inc. affected our internal reporting
to management. In addition to our previously reported segments,
Product, Consulting, and Training, we added a new reportable
segment: Sybase. While this new segment is named Sybase, it is
not identical to the acquired Sybase business since parts of the
acquired business are now integrated with and thus reported in
other segments, and certain SAP activities are now in our Sybase
segment.
Total revenue and profit figures for each of our operating
segments differ from the respective revenue and profit figures
classified in our Consolidated Statements of Income because of
several differences between our internal management reporting
and our external IFRS reporting. For further details of our
segment reporting and a reconciliation from our internal
management reporting to our external IFRS reporting, see the
Notes to the Consolidated Financial Statements section,
Note (29).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in %
|
Product Segment
|
|
2010
|
|
|
2009
|
|
|
2010 vs. 2009
|
|
|
millions, unless otherwise stated
|
|
|
|
|
External revenue
|
|
|
9,020
|
|
|
|
7,846
|
|
|
15
|
Segment expenses
|
|
|
−3,625
|
|
|
|
−3,115
|
|
|
16
|
Segment contribution
|
|
|
5,395
|
|
|
|
4,731
|
|
|
14
|
Segment profitability
|
|
|
60
|
%
|
|
|
60
|
%
|
|
0pp
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in %
|
Consulting Segment
|
|
2010
|
|
|
2009
|
|
|
2010 vs. 2009
|
|
External revenue
|
|
|
2,714
|
|
|
|
2,498
|
|
|
9
|
Segment expenses
|
|
|
−1,968
|
|
|
|
−1,717
|
|
|
15
|
Segment contribution
|
|
|
746
|
|
|
|
781
|
|
|
−5
|
Segment profitability
|
|
|
28
|
%
|
|
|
31
|
%
|
|
−4pp
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in %
|
Training Segment
|
|
2010
|
|
|
2009
|
|
|
2010 vs. 2009
|
|
External revenue
|
|
|
362
|
|
|
|
332
|
|
|
9
|
Segment expenses
|
|
|
−226
|
|
|
|
−217
|
|
|
4
|
Segment contribution
|
|
|
136
|
|
|
|
115
|
|
|
18
|
Segment profitability
|
|
|
38
|
%
|
|
|
35
|
%
|
|
3pp
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in %
|
Sybase Segment
|
|
2010
|
|
|
2009
|
|
|
2010 vs. 2009
|
|
External revenue
|
|
|
387
|
|
|
|
0
|
|
|
N/A
|
Segment expenses
|
|
|
−260
|
|
|
|
0
|
|
|
N/A
|
Segment contribution
|
|
|
127
|
|
|
|
0
|
|
|
N/A
|
Segment profitability
|
|
|
33
|
%
|
|
|
N/A
|
|
|
N/A
|
Product
Segment
The Product segment is primarily engaged in marketing and
licensing our software products and providing support for them.
Support includes technical support for our products, assistance
in resolving problems, providing user documentation, unspecified
software upgrades, updates, and enhancements.
The Product segment also performs certain custom development
projects. The Product segment includes the sales, marketing, and
service and support lines of business.
Product segment revenue increased 15% from
7,846 million in 2009 to 9,020 million in
2010. This growth reflects an 8% increase from changes in
volumes and prices and a 7%
73
Part I
Item 5
increase from currency effects. The increase was driven by an
increase in customer licensing of our software, which in turn
contributed to an increase in support revenue. Software revenue
as part of the total Product segment revenue increased 17% from
2,373 million in 2009 to 2,766 million in
2010. This growth reflects an 8% increase from changes in
volumes and prices and a 9% increase from currency effects.
Support revenue increased 14% from 5,076 million in
2009 to 5,776 million in 2010. This growth reflects
an 8% increase from changes in volumes and prices and a 6%
increase from currency effects. Subscription and other
software-related service revenue increased 28% from
304 million in 2009 to 387 million in 2010.
Product segment expenses increased 16% from
3,115 million in 2009 to 3,625 million in
2010. Expenses from the sales line of business account for
roughly 54% of the entire Product segment expenses, while
expenses from the marketing line of business account for roughly
17% and expenses from the service and support line of business
account for roughly 29% of overall Product segment expenses. The
increase in Product segment expenses is related to accelerated
business activities due to incipient economic recovery in 2010.
Product segment contribution increased 14% from
4,731 million in 2009 to 5,395 million in
2010. Product segment profitability remained at 60% in 2010.
Consulting
Segment
The Consulting segment is primarily engaged in the
implementation of our software products.
Consulting segment revenue increased 9% from
2,498 million in 2009 to 2,714 million in
2010. This growth reflects a 3% increase from changes in volumes
and prices and a 6% increase from currency effects.
Geographically all regions contributed to this segment revenue
increase, predominantly in North America and our APJ region.
Consulting segment expenses increased 15% from
1,717 million in 2009 to 1,968 million in
2010. This expense growth was primarily the result of
investments to prepare for the increased demand in 2010 after
the downturn in 2009.
Consulting segment contribution decreased 5% from
781 million in 2009 to 746 million in
2010. Consulting segment profitability was 27% in 2010 compared
to 31% in 2009.
Training
Segment
The Training segment is primarily engaged in providing
educational services on the use of our software products and
related topics for customers and partners. Training services
include traditional classroom training at SAP training
facilities, customer and partner-specific training and end-user
training, as well as
e-learning.
Training segment revenue was 362 million in 2010,
which represents an increase of 9% from 332 million
in 2009. This growth reflects a 2% increase from changes in
volumes and prices and a 7% increase from currency effects.
Geographically, the Americas and APJ regions were the primary
contributors to our 2010 Training segment revenue increase. In
2010, our Training segment revenue growth was especially high in
North America, with a 29% increase, whereas Training segment
revenue decreased 3% in the EMEA region.
Our Training segment expenses increased 4% from
217 million in 2009 to 226 million in
2010. Costs increased to support the growing business activities
in 2010 after the downturn in 2009.
The Training segment contribution increased 18% from
115 million in 2009 to 136 million in
2010. Training segment profitability was 38% in 2010 compared to
35% in 2009.
74
Part I
Item 5
Sybase
Segment
The Sybase segment is primarily engaged in enabling the unwired
enterprise for customers and partners by delivering enterprise
and mobile software solutions for information management,
development, and integration. The measurement of the result for
the Sybase segment differs from the measurements for the other
segments, as the Sybase segment result includes development,
administration, and other corporate expenses while these
expenses are excluded from the measurement of the results of the
other segments.
Sybase segment revenue was 387 million, mainly driven
by sales of databases, mobility solutions, and messaging
services. Sybase segment expenses were 260 million in
2010.
The Sybase segment contribution was 127 million in
2010, resulting in a Sybase segment profitability of 33%.
Finance
Income, Net
Finance income, net, improved to -67 million (2009:
-80 million). Our finance income in 2010 was
73 million (2009: 37 million) and our
finance costs were 140 million (2009:
117 million).
Finance income mainly consists of interest income from loans and
receivables (e.g. cash, cash equivalents, and current
investments; 34 million in 2010 compared to
35 million in 2009). The decrease was mainly due to
interest rate reductions which were partly offset by an increase
in average liquidity in 2010 compared to 2009.
Finance cost mainly consists of interest expense on financial
liabilities (77 million in 2010 compared to
63 million in 2009). The increase compared to 2009
resulted mainly from the financial debt incurred in connection
with the Sybase acquisition. We used bank loans, bonds, and
private placements to finance this acquisition. For more
information about these financing instruments, see the Notes
to the Consolidated Financial Statements section, Note
(18b). In addition, the pending TomorrowNow litigation caused
interest expenses of 12 million in 2010 (2009:
0 million).
Another significant contribution to the finance income, net in
2010 came from the derivatives that we utilize to execute our
financial risk management strategy. These derivatives caused
time value effects that were reflected in interest income with
an amount of 25 million (2009: 0 million)
and in interest expense with an amount of 31 million
(2009: 38 million).
Income
Tax
The 2010 effective tax rate was 22.5% compared to 28.1% in 2009.
Approximately 5 percentage points of this decrease resulted
from the increase in provision recorded for the TomorrowNow
litigation. For more information, see the Notes to the
Consolidated Financial Statements section, Note (11).
75
Part I
Item 5
Our 2009
Results Compared to our 2008 Results (IFRS)
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
|
|
|
|
2009
|
|
|
2008
|
|
|
2009 vs. 2008
|
|
|
|
millions
|
|
|
|
|
|
Software revenue
|
|
|
2,607
|
|
|
|
3,606
|
|
|
|
−28
|
%
|
Support revenue
|
|
|
5,285
|
|
|
|
4,602
|
|
|
|
15
|
%
|
Subscription and other software-related service revenue
|
|
|
306
|
|
|
|
258
|
|
|
|
19
|
%
|
Software and software-related service revenue
|
|
|
8,198
|
|
|
|
8,466
|
|
|
|
−3
|
%
|
Consulting revenue
|
|
|
2,074
|
|
|
|
2,498
|
|
|
|
−17
|
%
|
Other service revenue
|
|
|
400
|
|
|
|
611
|
|
|
|
−35
|
%
|
Professional services and other service revenue
|
|
|
2,474
|
|
|
|
3,109
|
|
|
|
−20
|
%
|
Total revenue
|
|
|
10,672
|
|
|
|
11,575
|
|
|
|
−8
|
%
|
Total
Revenue
Total revenue decreased from 11,575 million in 2008
to 10,672 million in 2009, representing a decrease of
903 million or 8%. This entire decrease was caused by
changes in volumes and prices. The decline mainly relates to a
decrease in software revenue of 999 million or 28% as
compared to 2008. This decrease was offset in part by increased
support and subscription revenue, which resulted in software and
software-related service revenue of 8,198 million in
2009. Software and software-related service revenue represented
77% of our total revenue in 2009 compared to 73% in 2008.
Professional services and other service revenue contributed
2,474 million to our total revenue in 2009. This
represents a decrease of 20% compared to 2008. Professional
services and other service revenue accounted for 23% of our
total revenue in 2009 compared to 27% in 2008.
For an analysis of our total revenue by region and industry, see
the Revenue by Region and Revenue by Industry
sections.
Software
and Software-Related Service Revenue
In 2009, software and software-related service revenue decreased
from 8,466 million in 2008 to
8,198 million, representing a decrease of
268 million or 3%. This decrease was caused by a
decrease in software revenue
that was countered by a smaller increase in support revenue.
Software revenue decreased from 3,606 million in 2008
to 2,607 million in 2009, representing a decrease of
999 million or 28%. The software revenue decline
consists of a 27% decrease from changes in volumes and prices
and a 1% decrease from currency effects.
In 2009, we continued to focus on our established product
portfolio: SAP Business Suite, our platform-related products
based on SAP NetWeaver, and the solutions aimed at business
users primarily available in the SAP Business Objects portfolio.
We continued to integrate our SAP BusinessObjects solutions with
products from SAP Business Suite and SAP NetWeaver to provide
added value to our customers.
SAP Business Suite revenue contributed most to the overall
decrease of software revenue with a 38% decrease, but a recovery
started in the second half of 2009. Positive contribution to
software revenue development came from customer development
projects (the development of customer specific software
solutions), which rose 35% compared to 2008.
Throughout 2009 our customer base remained relatively stable.
Based on the number of deals closed, 37% of our software revenue
in 2009 was attributable to contracts with new customers (2008:
32%). The total number
76
Part I
Item 5
of new software deals settled decreased by 10% to 42,639 (2008:
47,572). The value of software order entry declined 28% year
over year. Based on the order entry value, the new customer
share increased from 13% in 2008 to 17% in 2009.
Our stable customer base and the continued sale of software to
existing and new customers throughout 2009 resulted in an
increase in support revenue from 4,602 million in
2008 to 5,285 million in 2009, representing an
increase of 683 million or 15%. The support revenue
growth reflects a 14% increase from changes in volumes and
prices and a 1% increase from currency effects.
Subscription and other software-related service revenue
increased 48 million or 19% to 306 million
compared to 258 million in 2008. The increase in
revenue reflects a 16% increase from volumes and prices and a 3%
increase from currency effects. The increase related primarily
to new global enterprise agreements and flexible license
agreements representing a foundation for future subscription and
other software-related service revenue growth.
Professional
Services and Other Service Revenue
Professional services and other service revenue decreased from
3,109 million in 2008 to 2,474 million in
2009, representing a decrease of 635 million or 20%
due entirely to changes in volumes and prices. The decrease
in professional services and other service revenue is mainly due
to economic conditions, which caused our customers to decrease
their spending on software, postpone implementation projects,
and reduce training activities.
Consulting revenue decreased from 2,498 million in
2008 to 2,074 million in 2009, representing a
decrease of 17% which is entirely due to changes in volumes and
prices. Our 2009 consulting revenue declined primarily due to
the economic conditions, which led to decreased customer
spending on software investments, and continued strict cost
control policies. In 2009, consulting contributed to 85% of our
revenue result in professional services and other service
revenue compared to 82% in 2008. Consulting revenue as a
percentage of total revenue decreased to 19% in 2009 compared to
22% in 2008.
Other service revenue decreased from 611 million in
2008 to 400 million in 2009, representing a decrease
of 35%. The decline was mainly attributable to a decrease in
training revenue of 37%. The decline in training revenue
resulted primarily from economic conditions, which led customers
to implement tight cost controls on software projects and
related user enabling. This led to a significant decrease of
attendee rates in our training offerings. In addition, our
hosting revenue, generated by operating, managing, and
maintaining SAP solutions, decreased by 17%.
77
Part I
Item 5
Revenue
by Region and Industry
Revenue
by Region
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in %
|
|
|
|
2009
|
|
|
2008
|
|
|
2009 vs. 2008
|
|
|
|
millions
|
|
|
|
|
|
Germany
|
|
|
2,029
|
|
|
|
2,193
|
|
|
|
−7
|
%
|
Rest of EMEA
|
|
|
3,614
|
|
|
|
4,013
|
|
|
|
−10
|
%
|
Total EMEA
|
|
|
5,643
|
|
|
|
6,206
|
|
|
|
−9
|
%
|
United States
|
|
|
2,695
|
|
|
|
2,890
|
|
|
|
−7
|
%
|
Rest of Americas
|
|
|
925
|
|
|
|
990
|
|
|
|
−7
|
%
|
Total Americas
|
|
|
3,620
|
|
|
|
3,880
|
|
|
|
−7
|
%
|
Japan
|
|
|
476
|
|
|
|
515
|
|
|
|
−8
|
%
|
Rest of APJ
|
|
|
933
|
|
|
|
974
|
|
|
|
−4
|
%
|
Total APJ
|
|
|
1,409
|
|
|
|
1,489
|
|
|
|
−5
|
%
|
Total revenue
|
|
|
10,672
|
|
|
|
11,575
|
|
|
|
−8
|
%
|
Revenue
by Industry
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in %
|
|
|
|
2009
|
|
|
2008
|
|
|
2009 vs. 2008
|
|
|
|
millions
|
|
|
|
|
|
Process industries
|
|
|
2,008
|
|
|
|
2,367
|
|
|
|
−15
|
%
|
Discrete industries
|
|
|
2,127
|
|
|
|
2,434
|
|
|
|
−13
|
%
|
Consumer industries
|
|
|
1,976
|
|
|
|
2,235
|
|
|
|
−12
|
%
|
Service industries
|
|
|
2,516
|
|
|
|
2,706
|
|
|
|
−7
|
%
|
Financial services
|
|
|
909
|
|
|
|
774
|
|
|
|
17
|
%
|
Public services
|
|
|
1,136
|
|
|
|
1,059
|
|
|
|
7
|
%
|
Total revenue
|
|
|
10,672
|
|
|
|
11,575
|
|
|
|
−8
|
%
|
Revenue
by Region
The EMEA
Region
In 2009, 53% (2008: 54%) of our total revenue was derived from
the EMEA region. Our total revenue from the EMEA region was
5,643 million, which represents a decline of 9%
compared to 2008 (2008: 6,206). This decrease reflects a
7% decrease from changes in volumes and prices and a 2% decrease
from currency effects. Total revenue in Germany decreased 7% to
2,029 million in 2009 (2008:
2,193 million). Germany contributed 36% to our total
revenue from the EMEA region in 2009, which is a slight increase
of 0.6 percentage points compared to 2008. Most of the rest
of our EMEA revenue in 2009 originated from the United Kingdom,
France, Switzerland, the Netherlands, Italy, and Spain.
The
Americas Region
Of our 2009 total revenue, 34% (2008: 34%) was recognized in the
Americas region. Total revenue in the region decreased 7% to
3,620 million in 2009. Total revenue from the United
States declined 7% in 2009, which represents a decrease of 10%
from changes in volumes and prices and a 3% increase from
currency effects. The United States contributed 74% (2008: 74%)
of our total revenue from the Americas region. The rest of the
Americas region saw a 7% decrease in total revenue to
925 million, which represents a decrease of 3% from
changes in volumes and prices and a 4% decrease from currency
effects. This revenue was principally generated in Canada,
Brazil, and Mexico.
78
Part I
Item 5
The APJ
Region
In 2009, the APJ region contributed 13% (2008: 13%) to our total
revenue, with most of this revenue being derived from Japan. In
the APJ region, total revenue declined by 5% to
1,409 million in 2009. Revenue from Japan decreased
8% to 476 million, which represents 34% (2008: 35%)
of our total revenue from the APJ region. The revenue decline in
Japan reflects a 19% decrease due to changes in volumes and
prices and an 11% increase from currency effects. The rest of
the APJ region saw a decrease in total revenue of 4%, which was
all caused by changes in volumes and prices. Revenue from the
APJ region was principally generated in Australia, China, and
India.
Revenue
by Industry
In comparison with our total revenue change in 2009, we
outperformed in the
financial services industry sector with revenue of
909 million, which represents a growth rate of 17%,
and in public services, where our total revenue amounted to
1,136 million, representing an increase of 7%
compared to 2008. In financial services, we performed
particularly well due to our increased industry focus in banking
and insurance.
In our mature industry sectors, notably in the process and
discrete manufacturing industries, the market was difficult as a
result of the financial crisis. Customers reduced their
spending, especially on new software and professional services.
Compared to 2008, our total revenue from the process
manufacturing industries declined 15%, and from the discrete
manufacturing industries it declined 13%.
Operating
Profit and Operating Margin
Total
Operating Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
|
|
|
|
2009
|
|
|
2008
|
|
|
2009 vs. 2008
|
|
|
|
millions
|
|
|
|
|
|
Cost of software and software-related services
|
|
|
−1,658
|
|
|
|
−1,672
|
|
|
|
−1
|
%
|
Cost of professional services and other services
|
|
|
−1,851
|
|
|
|
−2,285
|
|
|
|
−19
|
%
|
Research and development
|
|
|
−1,591
|
|
|
|
−1,627
|
|
|
|
−2
|
%
|
Sales and marketing
|
|
|
−2,199
|
|
|
|
−2,546
|
|
|
|
−14
|
%
|
General and administration
|
|
|
−564
|
|
|
|
−624
|
|
|
|
−10
|
%
|
Restructuring
|
|
|
−198
|
|
|
|
−60
|
|
|
|
>100
|
%
|
TomorrowNow litigation
|
|
|
−56
|
|
|
|
−71
|
|
|
|
−21
|
%
|
Other operating income, net
|
|
|
33
|
|
|
|
11
|
|
|
|
>100
|
%
|
Total operating expenses
|
|
|
−8,084
|
|
|
|
−8,874
|
|
|
|
−9
|
%
|
Operating
Profit and Operating Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
|
|
|
2009
|
|
|
2008
|
|
|
2009 vs. 2008
|
|
|
million, except for operating margin
|
|
|
|
|
Operating profit
|
|
|
2,588
|
|
|
|
2,701
|
|
|
−4%
|
Operating margin in %
|
|
|
24.3
|
|
|
|
23.3
|
|
|
1.0pp
|
79
Part I
Item 5
Cost-Containment
Measures in 2009
We announced in January 2009 that to enable our company to adapt
its size to market conditions and the broader impact of the
global recession, we were implementing a global reduction of our
workforce to 48,500 by year-end 2009, taking full advantage of
attrition as a factor in reaching this goal. We confirmed the
announcement in July and October of 2009. In 2009, we incurred a
restructuring charge of 198 million, which was
recorded in total operating expenses. To counter these
additional costs and to react to the global financial crisis,
throughout 2009 we continued the cost-containment measures we
initially implemented in the fourth quarter of 2008.
Total
Operating Expenses
Our total operating expenses for 2009 decreased to
8,084 million compared to 8,874 million in
2008 representing a decrease of 790 million or 9%.
The main driver for this decrease was the cost-containment
measures implemented in the fourth quarter of 2008 and continued
through 2009. These cost savings realized through the
cost-containment measures were partially offset by the
restructuring charges mentioned above and an increase in
variable compensation resulting from overachievement of our
company targets in 2009 (especially in Germany), in comparison
to 2008.
Cost of
Software and Software-Related Services
The cost of software and software-related services decreased 2%
from 1,743 million in 2008 to
1,714 million in 2009. As a percentage of software
and software-related service revenue, cost of software and
software-related services remained stable at 21% in 2009.
Throughout 2009 the support organization continued its efforts
to improve the efficiency of our processes by continuing to move
into low-cost locations (Bulgaria, China, and India).
Approximately 23% of our global support resources were based in
the low-cost
locations at the end of 2009, which is an increase of
1.5 percentage points compared to 2008.
Cost of
Professional Services and Other Services
Cost of professional services and other services declined 19%
from 2,285 million in 2008 to
1,851 million in 2009 as a result of strict cost
controls. As a percentage of professional services and other
services revenue, cost of professional services increased
slightly from 75% in 2008 to 76% in 2009. Despite the strict
cost controls on our professional services and other services,
our decreased revenue in 2009 resulted in a contraction of our
professional services and other services margin.
Research
and Development
R&D expenses in 2009 decreased by 2% to
1,591 million compared to 1,627 million in
2008. The decrease in R&D expense was mainly the result of
a decline in third-party non-customer-related costs. As a
percentage of total revenue, R&D expenses increased from
14% in 2008 to 15% in 2009. This increase was primarily due to a
reduction in total revenue of 8%. This decline in revenue was
partially offset by a R&D headcount reduction of 5%.
Despite the reduction in R&D headcount, personnel expenses
for the R&D employees increased due to an increase in
variable compensation resulting from overachievement of our
company targets in 2009.
Sales and
Marketing
Sales and marketing expenses decreased 14% from
2,546 million in 2008 to 2,199 million in
2009. The decrease in sales and marketing expenses was mainly
the result of lower personnel expenses due to headcount
reduction and tight cost controls in all areas. As a percentage
of total revenue, sales and marketing expenses decreased from
22% in 2008 to 21% in 2009.
80
Part I
Item 5
General
and Administration
G&A expenses decreased from 624 million in 2008
to 564 million in 2009. This represents a decrease of
10%. This decrease was driven by lower personnel expenses due to
the reduction in headcount and cost savings in the area of
non-customer-related third-party and travel expenses. As a
percentage of total revenue, G&A expenses remained
relatively stable compared to the 2008 at 5%.
Operating
Profit
Our 2009 operating profit decreased by 4% to
2,588 million (2008: 2,701 million). We
were able to achieve this result despite the slowdown in revenue
(8%) brought about by the global financial crisis and the
additional
one-time impact from the restructuring charges
(198 million) incurred in 2009 due to the savings
realized from the cost-containment measures, which partially
offset the negative impacts of our decreased revenue on our
margin.
Operating
Margin
Our operating margin, which is the ratio of operating profit to
total revenue, expressed as a percentage was 24.3%, one
percentage point higher than in the previous year (2008: 23.3%).
The 198 million in restructuring charges resulting
from the reduction of positions announced in January 2009
negatively impacted our operating margin by 1.9 percentage
points.
Segment
Discussions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in %
|
|
|
2009
|
|
|
2008
|
|
|
2009 vs. 2008
|
|
|
millions, unless otherwise stated
|
|
|
|
Product Segment
|
|
|
|
|
|
|
|
|
|
External revenue
|
|
|
7,846
|
|
|
|
8,366
|
|
|
−6
|
Segment expenses
|
|
|
−3,120
|
|
|
|
−3,655
|
|
|
−15
|
Segment contribution
|
|
|
4,726
|
|
|
|
4,711
|
|
|
0
|
Segment profitability
|
|
|
60
|
%
|
|
|
56
|
%
|
|
4pp
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in %
|
Consulting Segment
|
|
2009
|
|
|
2008
|
|
|
2009 vs. 2008
|
|
External revenue
|
|
|
2,499
|
|
|
|
2,824
|
|
|
−12
|
Segment expenses
|
|
|
−1,724
|
|
|
|
−2,040
|
|
|
−15
|
Segment contribution
|
|
|
775
|
|
|
|
784
|
|
|
−1
|
Segment profitability
|
|
|
31
|
%
|
|
|
28
|
%
|
|
3pp
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in %
|
Training Segment
|
|
2009
|
|
|
2008
|
|
|
2009 vs. 2008
|
|
External revenue
|
|
|
332
|
|
|
|
525
|
|
|
−37
|
Segment expenses
|
|
|
−217
|
|
|
|
−300
|
|
|
−28
|
Segment contribution
|
|
|
115
|
|
|
|
225
|
|
|
−49
|
Segment profitability
|
|
|
35
|
%
|
|
|
43
|
%
|
|
−8pp
|
Product
Segment
Product segment revenue decreased 6% from
8,366 million in 2008 to 7,846 million in
2009. All of the decrease resulted from
changes in volumes and prices. The reason for the decrease is
that the decline in revenue from software solution licensing was
greater than the increase in our support revenue. Software
revenue as part of the total Product segment
81
Part I
Item 5
revenue decreased 29% from 3,356 million in 2008 to
2,373 million in 2009. The change in software revenue
in the Product segment results entirely from changes in volumes
and prices. Support revenue increased 10% from
4,596 million in 2008 to 5,076 million in
2009. This growth results entirely from changes in volumes and
prices. Subscription and other software-related service revenue
increased 18% from 257 million in 2008 to
304 million in 2009.
Product segment expenses decreased 15% from
3,655 million in 2008 to 3,120 million in
2009. Expenses from the sales line of business account for
roughly 55% of the entire Product segment expenses, while
expenses from the marketing line of business account for roughly
20% and expenses from the service and support line of business
account for roughly 25% of overall Product segment expenses. The
decrease in Product segment expenses was the result of our
cost-containment measures.
Product segment contribution increased from
4,711 million in 2008 to 4,726 million in
2009, or 60% of total segment revenue compared to 56% of total
segment revenue in 2008.
Consulting
Segment
Consulting segment revenue decreased 12% from
2,824 million in 2008 to 2,499 million in
2009. This decrease was due entirely to changes in volumes and
prices. Geographically the EMEA region, North America, and the
APJ region have all contributed to the segment revenue decline.
In Latin America revenue also declined, but at a lower rate. We
reacted to a decrease in demand for our consulting services by
decreasing our Consulting segment resources by 11%. Our
headcount reduction was highest in North America and the APJ
region at 17% and 16%, respectively. We were able to mitigate
this revenue decrease with cost savings realized from the
reduction in third-party non-customer-related costs.
Consulting segment expenses decreased 15% from
2,040 million in 2008 to 1,724 million in
2009. This expense decrease is primarily the result of the
reduction of our workforce,
decreased purchase of third party services, and other savings
realized from our cost-containment measures.
Consulting segment contribution decreased 1% from
784 million in 2008 to 775 million in
2009. Consulting segment profitability increased three
percentage points to 31%.
Training
Segment
Training segment revenue was 332 million in 2009,
which represented a decrease of 37% from 525 million
in 2008. This revenue decrease was due entirely to changes in
volumes and prices. Our training revenue shortfall was
especially high in the Americas region with a 47% decrease.
Revenue decreased 31% in both the EMEA and APJ regions. The
primary drivers for this revenue decline were in the area of
traditional classroom training (40%) and in education consulting
(53%).
Our Training segment expenses decreased 28%, from
300 million in 2008 to 217 million in
2009, mainly due to the decline in demand for our training
services and to our cost-containment measures.
The Training segment contribution decreased 49% from
225 million in 2008 to 115 million in
2009. Training segment profitability decreased eight percentage
points to 35%.
Finance
Income, Net
Finance income, net, decreased to -80 million (2008:
-50 million). Our finance income in 2009 was
37 million (2008: 98 million) and our
finance costs were 117 million (2008:
148 million). Our finance income substantially
comprised income from cash and cash equivalents and from current
investments. Our 2009 finance costs arose principally in
connection with the financing for our acquisition of Business
Objects and with our issuance of private placement transactions
(Schuldscheindarlehen, SSD) in 2009.
82
Part I
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The decrease in finance costs in 2009 was mainly due to the
repayment of our outstanding credit facility in connection with
the Business Objects acquisition. Finance costs associated with
our SSD transactions offset part of that effect. The decrease in
finance income in 2009 resulted mainly from significant
interest-rate reductions, which were only partly offset by an
increase in average liquidity since 2008.
Income
Tax
Our effective tax rate decreased to 28.1% in 2009 from 29.6% in
the previous year. The decrease in our effective tax rate and in
our income tax expense in 2009 mainly resulted from nonrecurring
acquisition-related items. For more information, see the
Notes to the Consolidated Financial Statements section,
Note (11).
Foreign
Currency Exchange Rate Exposure
Although our reporting currency is the euro, a significant
portion of our business is conducted in currencies other than
the euro. Since the Groups entities usually conduct their
business in their respective functional currencies, our risk of
exchange rate fluctuations from ongoing ordinary operations is
not considered significant. However, occasionally we generate
foreign-currency-denominated receivables, payables, and other
monetary items by transacting in a currency other than the
functional currency; to mitigate the extent of the associated
foreign currency exchange rate risk, the majority of these
transactions are hedged as described in Note (26) to our
Consolidated Financial Statements. Also see Notes (3) and
(25) for additional information on foreign currencies.
Approximately 67% and 64% of our total revenue 2010 and 2009,
respectively, was attributable to operations in non-euro
participating countries. As a result, those revenues had to be
translated into euros for financial reporting purposes.
Fluctuations in the value of the euro had a favorable impact on
our total
revenue of 705 million, profit before tax of
68 million and profit after tax of
72 million for 2010, and had favorable impacts on our
total revenue of 18 million, profit before tax of
1 million and unfavorable impacts on our profit after
tax of 12 million for 2009. For 2008 the euro had
unfavorable impacts on our total revenue of
402 million, profit before tax of
141 million and profit after tax of
122 million.
The impact of foreign currency exchange rate fluctuations
discussed in the preceding paragraph is calculated by
translating current period figures in local currency to euros at
the monthly average exchange rate for the corresponding month in
the prior year. Our revenue analysis, included within the
Operating Results, section of this Item 5,
discusses at times increases and decreases due to currency
effects, which are calculated in the same manner.
OUTLOOK
Future
Trends in the Global Economy
Leading economic research organizations expect the global
economy to continue to grow in 2011. They assume the financial
markets will return to normal, businesses will be better able to
refinance debt and invest more, and private consumption will
increase as confidence in sustained economic growth recovers.
Accordingly, they foresee full-year growth in the middle of the
single-digit percentage range in 2011. Many fiscal stimulus
programs will expire during the first half of the year, so
recovery will be slower in that period, they predict. In the
second half, economic growth is expected to accelerate under its
own steam.
The researchers expect the growth disparity between advanced and
emerging economies to continue: Tight labor markets will
constrain growth in the advanced economies, whereas recovery is
expected to progress much more rapidly in the emerging economies.
Looking at the EMEA region, the researchers believe the euro
area economy can
83
Part I
Item 5
expect consistent low single-digit percentage growth in 2011 and
2012. They expect the economy of the euro area to benefit both
from greater demand for exports driven by the global recovery
and from greater domestic consumer demand. However, they expect
slow progress on European labor markets to remain a problem.
Demand for Germanys exports is expected to remain
relatively weak, a factor that analysts believe will hold back
the further recovery of the German economy. Nonetheless, they
expect that in 2011 Germanys gross national product will
return to approximately its pre-crisis level. The Central and
Eastern European economies are expected to grow more rapidly
than the euro area economies, but not as rapidly as the emerging
economies outside of Europe.
Turning to the Americas region, the researchers believe the
U.S. economy will continue its protracted recuperation in
2011. The reason for its slow pace is the difficult conditions
on the labor market as well as consumer concerns about the
sustainability of the economic upswing.
For the APJ region, the research organizations expect two fiscal
packages introduced in Japan in late 2010 to have an impact on
that countrys economy, leading to growth in the low
single-digit percentage range. But increased private
consumption, an easing of the labor market, and greater
profitability are not expected to make themselves felt until
2012.
The researchers warn that global economic growth may be slower
in 2012 than currently projected. Factors that may result in
slower growth include depressed housing markets, high government
debt associated with the massive fiscal programs of recent
years, tight financial markets, and rising commodity prices. On
the other hand, there may be factors that result in stronger
growth than currently projected. In particular, business and
consumer confidence in a sustained economic upturn may improve.
IT
Market: The Outlook for 2011
According to International Data Corporation (IDC), a market
research firm based in the United States, investment in IT will
grow worldwide by a percentage in the middle single digits.
Investment bank Goldman Sachs offers similar guidance. UBS, a
major Swiss bank, is more cautious, predicting little growth in
the global IT market in 2011.
UBS believes the post-crisis rush to buy new hardware, evident
in 2010, has run its course, and believes the hardware market
will lose momentum in 2011. On the other hand, both IDC and
Goldman Sachs believe the hardware market will expand
appreciably, helped by more demand for mobile devices
(especially smartphones) and network equipment.
Spending on software and services is expected to increase even
more in 2011 than it did in 2010. IDC believes this growth will
be primarily driven by cloud services, mobile applications, and
social networking. In 2011, these are no longer innovations:
They belong to the mainstream now and herald a step change in
the software market, IDC says. It believes that by 2014, more
than one-third of all investment in software will be for cloud
services.
IDC predicts the emerging markets will head the standings for IT
investment growth. Growth there could be several times more
rapid than in the advanced nations. Brazil, China, India, and
Russia are expected to lead the way: IDC expects them to account
for almost one-half of emerging-market IT spending in 2011.
China is expected to be in the vanguard, and may overtake Japan
as the second-biggest IT spender in the world by 2013. The
emerging markets have been outpacing the world in IT spending
for years, and IDC projects that they will account for
one-fourth of the global IT market in 2011, and for almost
one-third by 2014.
In the EMEA region, UBS foresees marked growth in the IT sector,
most conspicuously in Germany. IDC expects IT investment to grow
more rapidly in Germany than in the
84
Part I
Item 5
rest of Western Europe in 2011, but that growth will fall back
again in 2012 and 2013. UBS and IDC predict that in 2011, IT
investment growth in the United States will be similar to in
2010, that is to say in the middle single-digit percentages.
Much of that growth will be generated by small businesses and
midsize companies. In the APJ region as a whole, IDC expects IT
investment to grow by a rate in the upper single-digit
percentages, but in Japan it foresees little expansion of IT
spending. It does not expect steeper growth rates there until
2012 to 2014.
The generally optimistic outlook notwithstanding, IDC believes
it may possibly have to revise its projections for the IT market
downward in the course of the year. It sees developments in the
economies of the United States and Western Europe as the major
risk to its predictions: The IT business could be impacted
unless unemployment there declines and the homes markets
improve. Government spending curbs in response to high levels of
government debt in the United States and Western Europe also
pose a risk, IDC believes.
FORECAST
FOR SAP
Delivering
on Our Strategy
SAP wants to achieve profitable growth across its portfolio of
products and services. We believe that our strategy to double
our addressable market by delivering the best business
applications for on-premise, on-demand, and on-device, and
focusing on groundbreaking innovation positions us favorably in
segments of the enterprise market with higher growth rates than
expected global GDP growth. Our investments in countries such as
Brazil, Russia, India, and China, will extend our position in
areas that are growing at an accelerated rate, while, we plan to
continue to grow our market share in all regions through our
deep industry and line of business focus.
Achieving this level of growth will depend on our capability to
execute by bringing innovative solutions to market and driving
value for our customers. To deliver on our promise to customers,
we are simplifying our internal structures to accelerate our new
product introduction, investing in our
go-to-market
channels to expand our total sales capacity, and expanding our
ecosystem to enable further growth and innovation delivery.
Investing
in our
Go-to-Market
and Customer Experience
SAP will continue to go to market by region, market segment, and
industry. Within the regions, we intend to focus on the growth
of our sales capacity in the fastest growing regions of the
world. Further, we intend to evolve and invest in our
go-to-market
coverage model to more effectively sell industry-specific
solutions and provide additional services to customers in
specific business functions (for example, human resources,
sales, and marketing) and to users of business analytics
solutions. We will continue to provide choice to large, midsize,
and small customers on new software purchasing models that align
to the budgetary concerns of our customers, and to cultivate our
relationship with our existing customers. One example is SAP
Business ByDesign. We expect to expand our customer base on the
SAP Business ByDesign platform from 255 customers at the end of
2010 to 1,000 by the end of 2011.
Driving
Growth and Lower Cost through an Open Ecosystem
SAP intends to significantly increase the level of engagement
with the partner ecosystem to expand SAPs market coverage,
enhance our solutions portfolio, and drive future innovation. We
will do this by expanding and leveraging our ecosystem and
channels as a force-multiplier of growth for SAP and value for
our customers through continued leadership in co-innovation and
a true multichannel approach across all segments. Our partners
provide an attractive channel for SAPs products and
solutions across all segments and geographies. In 2011 and
thereafter, we plan to substantially
85
Part I
Item 5
increase the share of our software revenue that we generate
through indirect channels: By 2015, we expect it to reach up to
40%, which would be more than twice the proportion we generated
through indirect channels in 2010. In the execution of our
strategy, technology partners are essential to advance our
research agenda, monetize in-memory technologies, and enhance
our solution portfolio.
Organic
Growth and Targeted Acquisitions
Our strategy remains primarily focused on organic growth. As a
result, we will continue to invest in our own product
development and technology innovation, as well as our
infrastructure, sales, and marketing. Our platform strategy
enables us to leverage the innovative potential of our partners
to drive customer value. In addition, we expect to continue to
make targeted, strategic, and fill-in acquisitions
to add to our broad solution offerings and improve our coverage
in key strategic markets to best support our customers
needs.
To achieve this growth we also intend to hire in all regions in
2011, including Germany.
Operational
Targets for 2011 (Non-IFRS)
Revenue
and Operating Profit Outlook
With effect from 2011, we are amending our definitions of
non-IFRS operating profit and non-IFRS operating margin to align
them with the performance measures we currently use internally
in managing SAPs segments, which are reflected in
SAPs segment reporting. This will also improve
comparability with other software companies. For 2011, non-IFRS
operating profit and non-IFRS operating margin will exclude
share-based compensation expenses and restructuring charges, in
addition to the items that were already excluded in the past
(deferred support revenue write-downs from acquisitions,
acquisition-related charges, and discontinued activities).
Additionally, we are providing a non-IFRS effective tax rate
starting in 2011.
The Executive Board is providing the following outlook for the
full-year 2011:
|
|
|
|
|
We expect full-year 2011 non-IFRS software and software-related
service revenue to increase in a range of 10% to 14% at constant
currencies (2010: 9.87 billion).
|
|
|
|
We expect full-year 2011 non-IFRS operating profit to be in a
range of 4.45 billion to 4.65 billion at
constant currencies (2010: 4.01 billion), resulting
in 2011 non-IFRS operating margin increasing in a range of 0.5
to 1.0 percentage points at constant currencies (2010:
32.0%).
|
|
|
|
For the full-year 2011, we project an IFRS effective tax rate of
27.0% to 28.0% (2010: 22.5%) and a non-IFRS effective tax rate
of 27.5% to 28.5% (2010: 27.3%).
|
Generally, we expect our software revenue to grow at a faster
rate than our software and software-related service revenue. We
believe that all of the regions will support this growth but
anticipate that the Americas region and the APJ region will grow
at a faster rate than the EMEA region.
86
Part I
Item 5
To facilitate a comparison between our IFRS and our non-IFRS
numbers for our 2011 outlook, we have presented the following
reconciliation from our 2010 IFRS software and software-related
service revenue, IFRS total revenue, IFRS operating profit and
IFRS operating margin to the non-IFRS equivalents as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Support
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
IFRS
|
|
|
Not
|
|
|
|
|
|
|
|
|
Non-IFRS
|
|
|
|
Financial
|
|
|
Recorded
|
|
|
Operating
|
|
|
Discontinued
|
|
|
Financial
|
|
|
|
Measure
|
|
|
Under IFRS
|
|
|
Expenses(1)
|
|
|
Activities(3)
|
|
|
Measure
|
|
|
|
millions, unless otherwise stated
|
|
|
Software and software-related
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
service revenue
|
|
|
9,794
|
|
|
|
74
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
9,868
|
|
Total
revenue(2)
|
|
|
12,464
|
|
|
|
74
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
12,538
|
|
Operating
profit(2)
|
|
|
2,591
|
|
|
|
74
|
|
|
|
360
|
|
|
|
983
|
|
|
|
4,007
|
|
Operating margin in %
|
|
|
20.8
|
|
|
|
0.5
|
|
|
|
2.9
|
|
|
|
7.8
|
|
|
|
32.0
|
|
|
|
|
(1) |
|
Included in operating expenses are
acquisition-related charges, share-based compensation expenses,
and restructuring charges.
|
|
(2) |
|
These financial measures are the
numerator or the denominator in the calculation of our non-IFRS
operating margin and the comparable IFRS operating margin, and
are included in this table for transparency.
|
|
(3) |
|
The discontinued activities
include the results of our discontinued TomorrowNow business.
|
Goals for
Liquidity and Finance
We will seek to return to positive net liquidity by the end of
2011. We do not therefore currently expect to repurchase stock
for treasury in 2011, except as needed for our share-based
payment plans; rather, we will prioritize reducing debt. We will
consider issuing new debt, such as bonds or U.S. private
placements, only if market conditions are advantageous.
Investment
Goals
Excepting any acquisitions, our planned capital expenditures for
2011 will be covered in full by operating cash flow and will
chiefly be spent on new computer hardware.
Proposed
Dividend
We wish to continue our recent dividend policy, which is that
the payout ratio should be in the region of 30%, and we are not
including the TomorrowNow litigation expense in the calculation.
If the Annual General Meeting of Shareholders so resolves, in
2011 we will
increase the dividend from 0.50 to 0.60 per share.
Premises
on Which our Outlook Is Based
In preparing our outlook, we have taken into account all events
known to us at the time we prepared these financial statements
that could influence SAPs business going forward.
Among the premises on which this outlook is based are those
presented concerning economic development and our expectation
that we will not benefit from any positive effects in 2011 from
a major acquisition.
Medium-Term
Prospects
We expect our business, our revenue, and our profit to grow,
assuming there is a sustained recovery in the global economy.
Our strategy is to increase software and software-related
service revenue and our operating margin through greater
efficiency across all sales channels, services, our support
infrastructure, and research and development. We expect to
achieve a non-IFRS operating margin of approximately 31.0% to
31.5% in 2011 (2010:
87
Part I
Item 5
30.5%). By the middle of the present decade, we aim to achieve a
non-IFRS operating margin of 35% in average annual increments up
to 100 basis points. Over the same period, we aim to
increase our annual total revenue to at least
20 billion. To achieve these objectives, we are
planning to realign our organizational structure to further
drive growth, innovation, and simplicity.
We are seeing significant structural change in the enterprise
software space, and with this change comes opportunity for us.
Our objective is to bring to our customers the best business
solutions, leveraging all relevant technology innovations and
deployment environments, making them as reliable and easy to
consume as possible. Our product portfolio is designed to
deliver our solutions in on-premise and on-demand environments,
as well as on mobile devices. What differentiates us from our
competition is the enablement of complete data and process
consistency for our customers, irrespective of the environment
the customer operates in.
We understand our customers want stability from a core business
suite and a lower cost to operate. Accordingly, we will continue
to focus on easy-to-use software innovation that delivers more
value to our customers for their investments in our technology.
We will continue innovating in multiple areas, providing
capabilities that are modular and can be deployed side by side
with the solutions that customers are already running. We intend
to meet our promise of true value delivery to our customers.
LIQUIDITY
AND CAPITAL RESOURCES
OVERVIEW
Centralized
Financial Management
We use global centralized financial management to control liquid
assets and monitor exposure to interest rates and currencies.
The primary aim of our financial management is to maintain
liquidity in the Group at a level that
is adequate to meet our obligations. Most Group companies have
their liquidity managed by the Group, so that liquid assets
across the Group can be consolidated, monitored, and invested in
accordance with Group policy. High levels of liquid assets
provide a strategic reserve, helping to keep SAP flexible,
sound, and independent. In addition, various credit facilities
are currently available for additional liquidity, if required.
In December 2010, we further increased our financial flexibility
by refinancing our existing undrawn syndicated credit facility
until December 2015 (available line of 1.5 billion).
For more information about these facilities, see the Credit
Facilities section.
We manage credit, liquidity, interest rate, equity price, and
foreign exchange rate risks on a Group-wide basis. We use
selected derivatives exclusively for this purpose and not for
speculation, which is defined as entering into a derivative
instrument for which we do not have a corresponding underlying
transaction. The rules for the use of derivatives and other
rules and processes concerning the management of financial risks
are collected in our treasury guideline document, which applies
globally to all companies in the Group. For more information
about the management of each financial risk and about our risk
exposure, see the Notes to the Consolidated Financial
Statements section, Notes (25) to (27).
Liquidity
Management
Our primary source of cash, cash equivalents, and current
investments are funds generated from our business operations.
Over the past several years, our principal use of cash has been
to support continuing operations and our capital expenditure
requirements resulting from our growth, to acquire businesses,
to pay dividends on our shares, and to buy back SAP shares on
the open market. Cash, cash equivalents, and current investments
were primarily held in euros and U.S. dollars on
December 31, 2010. We invest only in assets from issuers or
funds with a rating of A- or better and pursue a policy of
cautious investment characterized by
88
Part I
Item 5
wide portfolio diversification with a variety of counterparties,
predominantly short-term investments, and the use of standard
investment instruments.
We believe that our liquid assets combined with our undrawn
credit facilities are sufficient to meet our present operating
needs and, together with expected cash flows from operations,
will support our currently planned capital expenditure
requirements over the near term and medium term.
To expand our business, we have made and expect to further make
acquisitions of businesses, products, and technologies, and to
enter into joint venture arrangements. For more information
about the significant financial debt incurred in 2010 mainly in
connection with the acquisition of Sybase, see the Analysis
of Net Liquidity section. Depending on our future cash
position and future market conditions, we might issue additional
debt instruments to fund acquisitions, maintain financial
flexibility, and limit repayment risk. Therefore, we
continuously monitor funding options available in the capital
markets and trends in the availability of funds, as well as the
cost of such funding.
Capital
Structure Management
The primary objective of our capital structure management is to
maintain a strong
financial profile for investor, creditor, and customer
confidence and to support the growth of our business. We aim for
a capital structure that gives us a high degree of independence,
security, and financial flexibility so that we can, for example,
access capital markets on reasonable terms to satisfy funding
requirements.
We currently do not have a credit rating with any agency. We do
not believe that a rating would have a substantial effect on our
current or future borrowing conditions and financing options.
Our goal is to remain in a position to return excess liquidity
to our shareholders by distributing annual dividends and
repurchasing shares. The amount of future dividends and the
extent of future repurchases of shares will be balanced with our
effort to continue to maintain an adequate liquidity position.
For more information about dividends and share repurchases and
about our current capital structure ratios, see the Notes to
the Consolidated Financial Statements section, Note (22).
We regularly calculate the weighted average cost of capital
(WACC) for the SAP Group and use it internally for a variety of
purposes (for example, impairment testing). Our WACC was 8% per
year-end 2010 (2009: 8%).
Analysis
of Net Liquidity
The table below presents our total group liquidity, total
financial debt and net liquidity as of December 31, 2010
and 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
Change in %
|
|
|
|
millions
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
3,518
|
|
|
|
1,884
|
|
|
|
87
|
|
Current investments
|
|
|
10
|
|
|
|
400
|
|
|
|
−98
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total group liquidity
|
|
|
3,528
|
|
|
|
2,284
|
|
|
|
54
|
|
Current bank loans
|
|
|
1
|
|
|
|
4
|
|
|
|
−75
|
|
Net liquidity 1
|
|
|
3,527
|
|
|
|
2,280
|
|
|
|
54
|
|
Non-current bank loans
|
|
|
1,106
|
|
|
|
2
|
|
|
|
>100
|
|
Private placement transactions
|
|
|
1,071
|
|
|
|
697
|
|
|
|
54
|
|
Bonds
|
|
|
2,200
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net liquidity 2
|
|
|
−850
|
|
|
|
1,581
|
|
|
|
<-100
|
|
89
Part I
Item 5
Current investments are included in other financial assets on
the statement of financial position. Bank loans, private
placement transaction, and bonds are included within financial
liabilities on the statement of financial position. Total Group
liquidity mainly consisted of amounts held in euros
(1,951 million) and U.S. dollars
(653 million) on December 31, 2010. Total
financial debt mainly consisted of amounts held in euros
(4,002 million) and in U.S. dollars
(374 million) on December 31,
2010. Approximately 23% of our total financial debt has variable
interest and is not hedged.
Total Group liquidity consists of cash and cash equivalents (for
example, cash at banks, money market funds, and time deposits
with original maturity of three months or less) and current
investments (for example, investments with original maturities
of greater than three months and remaining maturities of less
than one year) as reported in our IFRS Consolidated Financial
Statements.
Total financial debt consists of current financial liabilities
(for example, overdrafts and current bank loans) and non-current
financial liabilities (for example, non-current bank loans,
bonds, and private placements) as reported in our IFRS
Consolidated Financial Statements. For more information about
our financial debt, see the Notes to the Consolidated Financial
Statements section, Note (18).
Net liquidity is total Group liquidity less total financial debt
as defined above. Net liquidity should be considered in addition
to, and not as a substitute for, cash and cash equivalents,
other financial assets, and financial
liabilities included in our IFRS Consolidated Financial
Statements.
The increase in total Group liquidity from 2009 was mainly due
to proceeds from our operations. The increase in total financial
liabilities from 2009 was mainly due to bank loans, bonds, and
private placements connected with the acquisition of Sybase.
For information about the impact of cash, cash equivalents,
current investments, and our financial liabilities on our income
statements, see the analysis of our finance income, net, in the
Operating Results (IFRS) section.
90
Part I
Item 5
Analysis
of Consolidated Statements of Cash Flow
|
|
|
|
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|
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|
|
|
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|
|
|
|
|
|
|
|
|
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Years Ended December 31,
|
|
|
Change in %
|
|
|
Change in %
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2010 vs. 2009
|
|
|
2009 vs. 2008
|
|
|
|
millions
|
|
|
|
|
|
|
|
|
Net cash flows from operating activities
|
|
|
2,932
|
|
|
|
3,015
|
|
|
|
2,158
|
|
|
|
−3
|
|
|
|
40
|
|
Net cash flows from investing activities
|
|
|
−3,994
|
|
|
|
−299
|
|
|
|
−3,766
|
|
|
|
>100
|
|
|
|
−92
|
|
Net cash flows from financing activities
|
|
|
2,510
|
|
|
|
−2,166
|
|
|
|
1,281
|
|
|
|
<-100
|
|
|
|
<-100
|
|
Analysis of Consolidated Statements of Cash Flow: 2010 Compared
to 2009
Net cash provided by operating activities decreased
83 million or 3% to 2,932 million in 2010
(2009: 3,015 million). The comparative operating cash
inflows in 2009 had, however, been supported by payments from
customers on trade receivables for which payment was deferred in
2008 in the context of that years financial crisis. The
102 million we paid out in connection with the
TomorrowNow litigation had a negative effect on 2010 operating
cash flows. This was partly offset by the effective management
of our working capital as evidenced by a decrease of our average
collection period, which is measured in days sales outstanding,
or DSO (defined as average number of days from revenue
recognition to cash receipt from the customer) by 14 days
from 79 days in 2009 to 65 days in 2010.
Net cash used in investing activities increased significantly
from 299 million in 2009 to 3,994 million
in 2010 mainly due to our acquisition of Sybase in 2010. In
2010, we invested 334 million in our technology and
business infrastructure by purchasing intangible assets and
property, plant, and equipment, a significant portion of which
represented the purchase of patents, vehicles, IT hardware, and
the cost of constructing office buildings (2009:
225 million).
Net cash inflows from financing activities were
2,510 million in 2010 compared to net cash outflows
of 2,166 million in 2009. The net cash inflows in
2010 were mainly due to the proceeds from our financing
transactions conducted in connection with the Sybase
acquisition. In total, the financing transactions conducted in
2010 led to cash inflows in the amount of
5,380 million of which 2,196 million were used
to partly repay the acquisition-related term loan and assumed
outstanding convertible bonds from Sybase. The net cash outflows
in 2009 were mainly due to the repayment of the credit facility
we entered into in connection with our acquisition of Business
Objects. The dividend distributed in 2010 was
594 million, unchanged from the previous year (2009:
594 million). We repurchased shares for treasury in
the amount of 220 million in 2010 (2009:
0 million).
Analysis of Consolidated Statements of Cash Flow: 2009 Compared
to 2008
Net cash provided by operating activities increased by
857 million or 40% in 2009 over 2008 mainly
attributable to effective management of our working capital. On
the other hand, our DSO increased from 71 days in 2008 to
79 days in 2009, mainly as a result of the difficult
economic environment in 2009, which led to an extension of
payment terms and more late payments. Net cash used in investing
activities decreased significantly from 3,766 million
in 2008 to 299 million in 2009. The prior year figure
resulted mainly from our acquisition of Business Objects. In
2009 we invested 225 million in our technology and
business infrastructure by purchasing intangible assets and
property, plant and equipment, a significant portion of which
represented the purchase of vehicles, IT hardware and the cost
of constructing office buildings. Net cash used in financing
activities decreased by 3,447 million mainly due to
repayment of the credit facility we entered into in connection
with our acquisition of Business Objects. In addition, we issued
SSD transactions totaling 697 million. The dividend
distributed in 2009 was 594 million, unchanged since
the previous year (2008: 594 million). We did
not buy back any
91
Part I
Item 5
shares for treasury in 2009 (2008: 487 million).
Credit
Facilities
Various credit facilities are currently available to us as
additional sources of funds (there is no seasonality in our
borrowing) if required.
We are party to a revolving 1.5 billion syndicated
credit facility agreement with an initial term of five years
ending in December 2015. The use of the facility is not
restricted by any financial covenants. Potential proceeds are
for general corporate purposes. Borrowings under the facility
bear interest at the euro interbank offered rate (EURIBOR) or
London interbank offered rate (LIBOR) for the respective
currency plus a margin ranging from 45 to 75 basis points
that depends on the amount drawn. We pay a commitment fee of
15.75 basis points per annum on unused amounts of the
available credit facility. We entered into this credit facility
to replace an existing credit facility that would have matured
in November 2012. We have not drawn on the facility and
currently have no plans to do so. Consequently, there were no
borrowings outstanding under the facility as at
December 31, 2010.
As at December 31, 2010, SAP AG had additional available
credit facilities totaling approximately 545 million.
As at December 31, 2010, there were no borrowings
outstanding under these credit facilities. Certain of our
foreign subsidiaries have credit facilities available that allow
them to borrow funds in their local currencies at prevailing
interest rates, generally to the extent SAP AG has guaranteed
such amounts. As at December 31, 2010, approximately
60 million was available through such arrangements.
Total aggregate borrowings under these lines of credit amounted
to 1 million as at December 31, 2010.
OFF-BALANCE
SHEET ARRANGEMENTS
Several SAP entities have entered into operating leases for
office facilities, computer hardware and certain other
equipment. These arrangements are sometimes referred to as a
form of off-balance sheet financing. Rental expenses under these
operating leases are set forth below under Contractual
Obligations. We believe we do not have other forms of
material off-balance sheet arrangements that would require
disclosure other than those already disclosed.
CONTRACTUAL
OBLIGATIONS
The table below presents our on- and off-balance sheet
contractual obligations as of December 31, 2010:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Payments due by period
|
|
|
|
|
|
|
Less than
|
|
|
|
|
|
|
|
|
More than
|
|
Contractual obligations
|
|
Total
|
|
|
1 year
|
|
|
1-3 years
|
|
|
3-5 years
|
|
|
5 years
|
|
|
|
|
|
|
|
|
|
millions
|
|
|
|
|
|
|
|
|
Debt
obligations(1)
|
|
|
4,960
|
|
|
|
211
|
|
|
|
2,915
|
|
|
|
1,097
|
|
|
|
737
|
|
Other non-current obligations on the statement of financial
position(2)
|
|
|
85
|
|
|
|
0
|
|
|
|
6
|
|
|
|
2
|
|
|
|
77
|
|
Operating lease
obligations(3)
|
|
|
754
|
|
|
|
210
|
|
|
|
276
|
|
|
|
158
|
|
|
|
110
|
|
Purchase
obligations(3)
|
|
|
461
|
|
|
|
305
|
|
|
|
95
|
|
|
|
27
|
|
|
|
34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Total
|
|
|
6,260
|
|
|
|
726
|
|
|
|
3,292
|
|
|
|
1,284
|
|
|
|
958
|
|
|
|
|
(1) |
|
This represents bank loans,
private placement transactions, bonds, other financial
liabilities and interest thereon.
|
92
Part I
Item 5
|
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(2) |
|
Amounts mainly consist of
employee-related liabilities. Not included in the table are
non-current tax liabilities of 371 million, which
include provisions for uncertainties in income taxes.
|
|
(3) |
|
See Note (23) to our
Consolidated Financial Statements for additional information
about operating lease and purchase obligations. Our expected
contributions to our pension and other post employment benefit
plans are not included in the table above. We expect to
contribute in 2011 statutory minimum and discretionary amounts
of 1 million to our German defined benefit plans and
31 million to our foreign defined benefit plans, all
of which are expected to be paid as cash contributions. Our
contributions to our German and foreign defined contribution
plans have ranged from 100 million to
136 million in 2008 through 2010; we expect similar
contributions to be made in 2011.
|
We expect to meet these contractual obligations with our
existing cash, our cash flows from operations and our financing
activities. The timing of payments for the above contractual
obligations is based on payment schedules for those obligations
where set payments exist. For other obligations with no set
payment schedules, estimates as to the most likely timing of
cash payments have been made. The ultimate timing of these
future cash flows may differ from these estimates.
Obligations
under Indemnifications and Guarantees
Our software license agreements generally include certain
provisions for indemnifying customers against liabilities if our
software products infringe a third partys intellectual
property rights. In addition, we occasionally provide function
or performance guarantees in routine consulting contracts and
development arrangements. We also generally provide a six to
twelve month warranty on our software. Our warranty liability is
included in other provisions. For more information on other
provisions see Note (19b) to our Consolidated Financial
Statements. For more information on obligations and contingent
liabilities refer to Note (3) and Note (23) in our
Consolidated Financial Statements.
RESEARCH
AND DEVELOPMENT
For information on our R&D activities see
Item 4. Information about SAP Research
and Development. For information on our R&D costs see
Item 5. Operating and Financial Review and
Prospects Operating Results and for
information related to our
R&D employees see Item 6. Directors, Senior
Management and Employees Employees.
CRITICAL
ACCOUNTING ESTIMATES
Our Consolidated Financial Statements are prepared based on the
accounting policies described in Note (3) to our
Consolidated Financial Statements in this report. The
application of such policies requires management to make
judgments, estimates and assumptions that affect the application
of policies and the reported amounts of assets, liabilities,
revenues and expenses in our Consolidated Financial Statements.
We base our judgments, estimates and assumptions on historical
and forecast information, as well as regional and industry
economic conditions in which we or our customers operate,
changes to which could adversely affect our estimates. Although
we believe we have made reasonable estimates about the ultimate
resolution of the underlying uncertainties, no assurance can be
given that the final outcome of these matters will be consistent
with what is reflected in our assets, liabilities, revenues and
expenses. Actual results could differ from original estimates.
The accounting policies that most frequently require us to make
judgments, estimates, and assumptions, and therefore are
critical to understanding our results of operations, are:
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|
revenue recognition;
|
|
|
|
valuation of trade receivables;
|
|
|
|
accounting for share-based compensation;
|
|
|
|
accounting for income tax;
|
93
Part I
Item 5
|
|
|
|
|
accounting for business combinations;
|
|
|
|
subsequent accounting for goodwill and other intangibles;
|
|
|
|
accounting for legal contingencies; and
|
|
|
|
recognition of internally generated intangible assets from
development.
|
Our management periodically discusses these critical accounting
policies with the Audit Committee of the Supervisory Board. See
Note
(3c) to our Consolidated Financial Statements for further
discussion on our critical accounting estimates and critical
accounting policies.
NEW
ACCOUNTING STANDARDS NOT YET ADOPTED
See Note (3e) to our Consolidated Financial Statements for our
discussion on new accounting standards not yet adopted.
94
Part I
Item 6
|
|
ITEM 6.
|
DIRECTORS,
SENIOR MANAGEMENT AND EMPLOYEES
|
SUPERVISORY
BOARD
The current members of the Supervisory Board of SAP AG, each
members principal occupation, the year in which each was
first elected and the year in which the term of each expires,
respectively, are as follows:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
Year
|
|
|
|
|
|
|
First
|
|
Term
|
Name
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|
Age
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|
Principal Occupation
|
|
Elected
|
|
Expires
|
|
Prof. Dr. h.c. mult. Hasso Plattner,
Chairman(1)(2)(4)(6)(7)(8)(11)
|
|
|
67
|
|
|
Chairman of the Supervisory Board
|
|
|
2003
|
|
|
|
2012
|
|
Pekka
Ala-Pietilä(1)(7)(8)(11)
|
|
|
54
|
|
|
Co-founder and CEO Blyk Ltd.
|
|
|
2002
|
|
|
|
2012
|
|
Prof. Dr. Wilhelm
Haarmann(1)(2)(4)(5)(11)
|
|
|
60
|
|
|
Attorney at Law, Certified Public Auditor and Certified Tax
Advisor; HAARMANN Partnerschaftsgesellschaft,
Rechtsanwälte, Steuerberater, Wirtschaftsprüfer
|
|
|
1988
|
|
|
|
2012
|
|
Bernard
Liautaud(7)(12)
|
|
|
48
|
|
|
General Partner, Balderton Capital
|
|
|
2008
|
|
|
|
2012
|
|
Dr. h.c. Hartmut
Mehdorn(1)(5)(6)
|
|
|
68
|
|
|
Independent Consultant
|
|
|
1998
|
|
|
|
2012
|
|
Prof. Dr.-Ing. Dr. h.c. Dr.-Ing. E.h. Joachim
Milberg(1)(2)(3)(4)(7)(8)
|
|
|
67
|
|
|
Chairman of the Supervisory Board of BMW AG
|
|
|
2007
|
|
|
|
2012
|
|
Dr. Erhard
Schipporeit(1)(3)(10)(11)
|
|
|
62
|
|
|
Management Consultant
|
|
|
2005
|
|
|
|
2012
|
|
Prof. Dr.-Ing. Dr.-Ing. E.h. Klaus
Wucherer(1)(7)
|
|
|
66
|
|
|
Managing Director of Dr. Klaus Wucherer Innovations- und
Technologieberatung GmbH
|
|
|
2007
|
|
|
|
2012
|
|
Lars Lamadé, Vice
Chairman(4)(6)(9)(11)
|
|
|
39
|
|
|
Employee, Project Manager Service & Support
|
|
|
2002
|
|
|
|
2012
|
|
Thomas
Bamberger(3)(9)
|
|
|
43
|
|
|
Employee, Chief Operating Officer Operations
|
|
|
2007
|
|
|
|
2012
|
|
Panagiotis
Bissiritsas(2)(5)(9)
|
|
|
42
|
|
|
Employee, Support Expert
|
|
|
2007
|
|
|
|
2012
|
|
Willi
Burbach(4)(7)(9)
|
|
|
48
|
|
|
Employee, Developer
|
|
|
1993
|
|
|
|
2012
|
|
Peter
Koop(4)(7)(9)
|
|
|
44
|
|
|
Employee, Industry Business Development Expert
|
|
|
2007
|
|
|
|
2012
|
|
Christiane
Kuntz-Mayr(7)
|
|
|
48
|
|
|
Employee, Deputy Chairperson of the Works Council of SAP AG
|
|
|
2009
|
|
|
|
2012
|
|
Dr. Gerhard
Maier(2)(3)(9)
|
|
|
57
|
|
|
Employee, Development Project Manager
|
|
|
1989
|
|
|
|
2012
|
|
Stefan
Schulz(5)(6)(7)(9)(11)
|
|
|
41
|
|
|
Employee, Development Project Manager
|
|
|
2002
|
|
|
|
2012
|
|
|
|
|
(1) |
|
Elected by SAP AGs
shareholders on May 10, 2007.
|
|
(2) |
|
Member of the Compensation
Committee.
|
|
(3) |
|
Member of the Audit Committee.
|
95
Part I
Item 6
|
|
|
(4) |
|
Member of the General Committee.
|
|
(5) |
|
Member of the Finance and
Investment Committee.
|
|
(6) |
|
Member of the Mediation Committee.
|
|
(7) |
|
Member of the Technology and
Strategy Committee.
|
|
(8) |
|
Member of the Nomination Committee.
|
|
(9) |
|
Elected by SAP AGs employees
on April 23, 2007.
|
|
(10) |
|
Member of the Audit Committee and
determined to be the Audit Committee financial expert.
|
|
(11) |
|
Member of the Special Committee.
|
|
(12) |
|
Elected by SAP AGs
shareholders on June 3, 2008, replaced August-Wilhelm
Scheer who resigned from the Supervisory Board on the same day.
|
For detailed information on the Supervisory Board committees and
their tasks, including the Audit Committee and Compensation
Committee, please refer to Item 10 Additional
Information Corporate Governance.
Pursuant to the German Co-determination Act of 1976
(Mitbestimmungsgesetz), members of the Supervisory Board
of SAP AG consist of eight representatives of the shareholders
and eight representatives of the employees. Of the eight
employee representatives, two must be nominated by the trade
unions. The elected employees must be at least 18 years of
age and must have been in the employment of SAP AG or one of its
German subsidiaries for at least one year. They must also
fulfill the other qualifications for election codified in
Section 8 of the German Works Council Constitution Act.
These qualifications include, among other things, not having
been declared ineligible or debarred from holding public office
by a court.
Certain current members of the Supervisory Board of SAP AG were
members of supervisory boards and comparable governing bodies of
enterprises other than SAP AG in Germany and other countries as
of December 31, 2010. See Note (30) to our
Consolidated Financial Statements for more detail. Apart from
pension obligations towards employees, SAP AG has not entered
into contracts with any member of the Supervisory Board that
provide for benefits upon a termination of the employment or
service of the member.
EXECUTIVE
BOARD
The current members of the Executive Board, the year in which
each member was first appointed and the year in which the term
of each expires, respectively, are as follows:
|
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|
Year First
|
|
|
Year Current
|
|
Name
|
|
Appointed
|
|
|
Term Expires
|
|
|
Bill McDermott, Co-CEO
|
|
|
2008
|
|
|
|
2012
|
|
Jim Hagemann Snabe, Co-CEO
|
|
|
2008
|
|
|
|
2012
|
|
Dr. Werner Brandt
|
|
|
2001
|
|
|
|
2013
|
|
Dr. Angelika Dammann
|
|
|
2010
|
|
|
|
2013
|
|
Gerhard Oswald
|
|
|
1996
|
|
|
|
2011
|
|
Vishal Sikka
|
|
|
2010
|
|
|
|
2012
|
|
The following changes occurred in the Executive Board in 2010:
|
|
|
|
|
In February 2010, Léo Apotheker resigned as a member of the
Executive Board and CEO.
|
|
|
|
In February 2010, Bill McDermott and Jim Hagemann Snabe became
Co-CEOs, succeeding Léo Apotheker.
|
|
|
|
In February 2010, Vishal Sikka became a member of the Executive
Board.
|
|
|
|
In February 2010, John Schwarz resigned as a member of the
Executive Board.
|
|
|
|
In February 2010, Gerhard Oswald became COO replacing Erwin
Gunst who stepped down.
|
96
Part I
Item 6
|
|
|
|
|
In July 2010, Angelika Dammann became a member of the Executive
Board.
|
A description of the management responsibilities and backgrounds
of the current members of the Executive Board are as follows:
Bill McDermott, Co-CEO (Vorstandssprecher),
49 years old, holds a masters degree in business
administration. He joined SAP in 2002 and became a member of its
Executive Board on July 1, 2008. On February 7, 2010
he became Co-CEO alongside Jim Hagemann Snabe. Besides the
duties as Co-CEO, he is responsible for strategy, governance,
corporate development, innovation, sales, field services,
consulting, ecosystem activities, communications, and marketing.
Jim Hagemann Snabe, Co-CEO
(Vorstandssprecher), 45 years old, holds a
master degree in operational research. He joined SAP in 1990 and
became a member of its Executive Board on July 1, 2008. On
February 7, 2010 he became Co-CEO alongside Bill McDermott.
Besides the duties as Co-CEO, he is responsible for strategy,
governance, corporate development, innovation, products and
solutions development, communications, and marketing.
Werner Brandt, 57 years old, business administration
graduate. Werner Brandt joined SAP in early 2001 as the Chief
Financial Officer and member of the Executive Board. He is
responsible for finance and administration including investor
relations and data protection and privacy. Prior to joining SAP,
Werner Brandt was CFO and member of the Executive Board of
Fresenius Medical Care AG since 1999. In this role, he was also
responsible for labor relations. Before joining Fresenius
Medical Care AG, Werner Brandt headed the finance function of
the European operations of Baxter International Inc.
Angelika Dammann, 51 years old, holds a doctorate in
law. She joined SAP on July 1, 2010 as the Chief Human
Resources Officer and member of its Executive Board. She is
responsible for global human resources (including labor
relations).Prior to joining SAP,
Angelika Dammann was a member of the board and vice president of
human resources at Unilever Deutschland GmbH
responsible for German-speaking countries (Germany, Austria, and
Switzerland). Before joining Unilever, Angelika Dammann was Vice
President HR IT for Royal Dutch/Shell Group, Netherlands and
held other international roles in UK and Germany with Shell.
Gerhard Oswald, 57 years old, economics
graduate. Gerhard Oswald joined SAP in 1981 and
became a member of the Executive Board in 1996. He became Chief
Operating Officer on February 11, 2010. In this position he
is responsible for SAP active global support, global IT,
globalization services, quality governance &
production, operations, and SAP Labs network.
Vishal Sikka, 43 years old, holds a
PH. D. degree in computer science from Stanford
University. He joined SAP in 2002 and became a member of its
Executive Board on February 7, 2010 leading technology and
innovation. Before joining the Executive Board, he was the first
Chief Technology Officer at SAP, and prior to that was
SAPs Chief Software Architect. Before joining SAP, he was
area vice president for platform technologies at Peregrine
Systems. He is responsible for innovation, technology and
architecture across the company, and global research.
The members of the Executive Board of SAP AG as of
December 31, 2010 that are members on other supervisory
boards and comparable governing bodies of enterprises, other
than SAP, in Germany and other countries, are set forth in Note
(30) to our Consolidated Financial Statements. SAP AG has
not entered into contracts with any member of the Executive
Board that provide for benefits upon a termination of the
employment of service of the member, apart from pensions,
benefits payable in the event of an early termination of
service, and abstention compensation for the postcontractual
noncompete period.
97
Part I
Item 6
To our knowledge, there are no family relationships among the
Supervisory Board and Executive Board members.
COMPENSATION
REPORT
This compensation report outlines the criteria that we apply to
determine compensation for Executive Board and Supervisory Board
members, discloses the amount of compensation paid, and
describes the compensation systems. It also contains information
about Executive Board members share-based compensation
plans, shares held by Executive Board and Supervisory Board
members, and the directors dealings required to be
disclosed in accordance with the German Securities Trading Act.
Compensation
System
In 2010, the SAP Supervisory Board adopted a new system of
compensation for the Executive Board members in line with legal
requirements introduced in the German Appropriate Executive
Board Remuneration Act and with the recent amendments to the
German Corporate Governance Code.
Executive Board members compensation is intended to
reflect SAPs size and global presence as well as our
economic and financial standing. The compensation level is
internationally competitive to reward committed, successful work
in a dynamic environment.
The Executive Board compensation package is performance-based.
It has four elements:
|
|
|
|
|
A fixed annual salary
|
|
|
|
A variable short-term incentive (STI) plan to reward performance
in the plan year
|
|
|
|
A variable medium-term incentive (MTI) plan to reward
performance in the plan year and the two subsequent years
|
|
|
|
A share-based long-term incentive (LTI) plan tied to the price
of SAP stock
|
The Supervisory Board sets a compensation target for the sum of
the fixed element and the two variable elements. It reviews, and
if appropriate revises, this compensation target every year. The
review takes into account SAPs business performance and
the compensation paid to directors at comparable companies on
the international stage. The amount of variable compensation
depends on SAPs performance against performance targets
that the Supervisory Board sets for each plan year. The
performance targets are key performance indicator (KPI) values
aligned to the SAP budget for the plan year.
The following criteria apply to the elements of Executive Board
compensation for 2010:
|
|
|
|
|
The fixed element is paid as a monthly salary.
|
|
|
|
The variable compensation under the STI plan depends on the SAP
Groups performance against the KPI target values for
non-IFRS constant currency software and software-related service
revenue growth, non-IFRS constant currency operating margin, and
the cash conversion rate (that is, the ratio of non-IFRS
operating cash flow to non-IFRS profit after tax). In addition,
the STI element has a discretionary component that allows the
Supervisory Board, at the end of the period in question, to
address not only an Executive Board members individual
performance, but also SAPs performance in terms of market
position, innovative power, customer satisfaction, employee
satisfaction, and attractiveness as an employer. Moreover, if
there has been any extraordinary and unforeseeable event the
Supervisory Board can, at its reasonable discretion,
retroactively adjust payouts up or down in the interest of SAP.
On February 10, 2011, the Supervisory Board assessed
SAPs performance against the agreed targets and determined
the amount of STI
|
98
Part I
Item 6
|
|
|
|
|
payable. The STI pays out after the Annual General Meeting of
Shareholders in May 2011.
|
|
|
|
The variable compensation under the MTI plan depends on the SAP
Groups performance over the three years 2010 to 2012
against the KPI target values for software and software-related
service revenue growth and earnings per share (both of which are
non-IFRS, constant currency values). In addition, the MTI
element has a discretionary component that allows the
Supervisory Board, at the end of the period in question, to
address not only an Executive Board members individual
performance, but also SAPs performance over the three
years 2010 to 2012 in terms of market position, innovative
power, customer satisfaction, employee satisfaction, and
attractiveness as an employer.
|
|
|
|
|
|
The LTI component consists of the issue of virtual stock options
under the terms of the 2010 stock option (SAP
SOP 2010) plan. For the terms and detail of the SAP
SOP 2010 plan, see the Notes to Consolidated Financial
Statements section, Note (28). The number of virtual stock
options to be issued to each member of the Executive Board in
2010 by way of long-term incentive was decided by the
Supervisory Board on July 6, 2010, with effect from
September 9, 2010, and reflects the fair value of the
virtual stock options awarded.
|
The contracts of Executive Board members Bill McDermott and
Vishal Sikka include clauses that determine the exchange rates
for the translation of euro-denominated compensation into
U.S. dollars. The contract with John Schwarz contained a
similar clause.
Amount of
Compensation
Executive Board members compensation in 2010 was as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term
|
|
|
|
|
|
|
|
|
|
Performance-Related
|
|
|
Incentive
|
|
|
|
|
|
|
Fixed Elements
|
|
|
Element
|
|
|
Elements
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors
|
|
|
Share-Based
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit-
|
|
|
Compensation
|
|
|
|
|
|
|
Salary
|
|
|
Other(1)
|
|
|
Sharing (STI)
|
|
|
(SAP SOP
2010)(2)
|
|
|
Total
|
|
|
|
(000)
|
|
|
Bill McDermott (co-CEO from February 7,
2010)(3)
|
|
|
1,355.2
|
|
|
|
196.4
|
|
|
|
1,920.6
|
|
|
|
950.0
|
|
|
|
4,422.2
|
|
Jim Hagemann Snabe (co-CEO from February 7, 2010)
|
|
|
1,150.0
|
|
|
|
114.5
|
|
|
|
1,648.7
|
|
|
|
950.0
|
|
|
|
3,863.2
|
|
Dr. Werner Brandt
|
|
|
700.0
|
|
|
|
18.4
|
|
|
|
997.7
|
|
|
|
577.0
|
|
|
|
2,293.1
|
|
Dr. Angelika Dammann (member from July 1, 2010)
|
|
|
350.0
|
|
|
|
106.4
|
|
|
|
498.9
|
|
|
|
288.5
|
|
|
|
1,243.8
|
|
Gerhard Oswald
|
|
|
700.0
|
|
|
|
97.6
|
|
|
|
997.7
|
|
|
|
577.0
|
|
|
|
2,372.3
|
|
Vishal Sikka (member from February 7,
2010)(7)
|
|
|
697.3
|
|
|
|
215.4
|
|
|
|
969.9
|
|
|
|
577.0
|
|
|
|
2,459.6
|
|
Léo Apotheker (CEO and member until February 7,
2010)(4)
|
|
|
187.5
|
|
|
|
37.5
|
|
|
|
|
|
|
|
|
|
|
|
225.0
|
|
Erwin Gunst (member until January 31,
2010)(5)
|
|
|
113.8
|
|
|
|
9.0
|
|
|
|
|
|
|
|
|
|
|
|
122.8
|
|
John Schwarz (member until February 11,
2010)(6)
|
|
|
164.5
|
|
|
|
7.4
|
|
|
|
|
|
|
|
|
|
|
|
171.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
5,418.3
|
|
|
|
802.6
|
|
|
|
7,033.5
|
|
|
|
3,919.5
|
|
|
|
17,173.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99
Part I
Item 6
|
|
|
(1) |
|
Insurance contributions, benefits
in kind, expenses for maintenance of two households due to work
abroad, reimbursement legal and tax advice fees, nonrecurring
payments, security services
|
|
(2) |
|
Fair value at the time of grant
|
|
(3) |
|
Includes discrete payments arising
through application of the fixed exchange-rate clause to the
following items: salary for 2010: 205,200; profit-sharing
bonus for 2010: 271,900
|
|
(4) |
|
Léo Apothekers
appointment as CEO and member of the Executive Board ended on
February 7, 2010. His contract with SAP AG ended on
March 31, 2010.
|
|
(5) |
|
Erwin Gunsts appointment as
member of the Executive Board ended on January 31, 2010.
His contract with SAP AG ended on March 31, 2010.
|
|
(6) |
|
John Schwarzs appointment as
member of the Executive Board ended on February 11, 2010.
His contract with SAP AG ended on March 31, 2010. Includes
discrete payments arising through application of the fixed
exchange-rate clause to the following items: Salary for 2010:
4,900
|
|
(7) |
|
Includes discrete payments arising
through application of the fixed exchange-rate clause to the
following items: salary for 2010: 70,100; profit-sharing
bonus for 2010: 76,100
|
Assuming 100% target achievement, the MTI 2010 amounts to be
paid in 2013 would be as follows:
|
|
|
|
|
|
|
MTI 2010
|
|
|
|
Target
|
|
|
|
Payouts 2013
|
|
|
|
(000)
|
|
|
Bill McDermott (co-CEO from February 7, 2010)
|
|
|
820.0
|
|
Jim Hagemann Snabe (co-CEO from February 7, 2010)
|
|
|
820.0
|
|
Dr. Werner Brandt
|
|
|
495.5
|
|
Dr. Angelika Dammann (member from July 1, 2010)
|
|
|
247.8
|
|
Gerhard Oswald
|
|
|
495.5
|
|
Vishal Sikka (member from February 7, 2010)
|
|
|
443.9
|
|
|
|
|
|
|
Total
|
|
|
3,322.7
|
|
|
|
|
|
|
The share-based compensation amounts in 2010 result from the
following virtual stock option grants under the SAP
SOP 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 Grants
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair
|
|
|
|
|
|
Value
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
Value per
|
|
|
Total Fair
|
|
|
per
|
|
|
Fair
|
|
|
|
|
|
|
|
|
|
|
|
|
Right at
|
|
|
Value at
|
|
|
Right on
|
|
|
Value on
|
|
|
|
|
|
|
|
|
|
|
|
|
Time of
|
|
|
Time of
|
|
|
Dec. 31,
|
|
|
Dec. 31,
|
|
|
|
|
|
|
|
|
|
Quantity
|
|
|
Grant
|
|
|
Grant
|
|
|
2010
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(000)
|
|
|
|
|
|
(000)
|
|
|
|
|
|
|
|
|
Bill McDermott (co-CEO from February 7, 2010)
|
|
|
135,714
|
|
|
|
7.00
|
|
|
|
950.0
|
|
|
|
8.19
|
|
|
|
1,111.5
|
|
|
|
|
|
|
|
|
|
Jim Hagemann Snabe (co-CEO from February 7, 2010)
|
|
|
135,714
|
|
|
|
7.00
|
|
|
|
950.0
|
|
|
|
8.19
|
|
|
|
1,111.5
|
|
|
|
|
|
|
|
|
|
Dr. Werner Brandt
|
|
|
82,428
|
|
|
|
7.00
|
|
|
|
577.0
|
|
|
|
8.19
|
|
|
|
675.1
|
|
|
|
|
|
|
|
|
|
Dr. Angelika Dammann (member from July 1, 2010)
|
|
|
41,214
|
|
|
|
7.00
|
|
|
|
288.5
|
|
|
|
8.19
|
|
|
|
337.5
|
|
|
|
|
|
|
|
|
|
Gerhard Oswald
|
|
|
82,428
|
|
|
|
7.00
|
|
|
|
577.0
|
|
|
|
8.19
|
|
|
|
675.1
|
|
|
|
|
|
|
|
|
|
Vishal Sikka (member from February 7, 2010)
|
|
|
82,428
|
|
|
|
7.00
|
|
|
|
577.0
|
|
|
|
8.19
|
|
|
|
675.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
559,926
|
|
|
|
|
|
|
|
3,919.5
|
|
|
|
|
|
|
|
4,585.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100
Part I
Item 6
The following table shows total Executive Board compensation in
2009, including SOP Performance Plan 2009 stock options
granted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance-
|
|
|
Long-Term
|
|
|
|
|
|
|
|
|
|
|
|
|
Related
|
|
|
Incentive Element
|
|
|
|
|
|
|
|
|
|
|
|
|
Element
|
|
|
Share-Based
|
|
|
|
|
|
|
Fixed Elements
|
|
|
Directors
|
|
|
Compensation
|
|
|
|
|
|
|
Salary
|
|
|
Other(1)
|
|
|
Profit-Sharing
|
|
|
(SAP SOP
2009)(2)
|
|
|
Total
|
|
|
|
(000)
|
|
|
Prof. Dr. Henning Kagermann
(co-CEO and
member until May 31, 2009)
|
|
|
312.5
|
|
|
|
7.4
|
|
|
|
2,026.2
|
|
|
|
|
|
|
|
2,346.1
|
|
Léo Apotheker (CEO)
|
|
|
750.0
|
|
|
|
137.3
|
|
|
|
4,862.8
|
|
|
|
950.0
|
|
|
|
6,700.1
|
|
Dr. Werner Brandt
|
|
|
455.0
|
|
|
|
19.1
|
|
|
|
2,950.1
|
|
|
|
577.0
|
|
|
|
4,001.2
|
|
Erwin Gunst
|
|
|
455.0
|
|
|
|
36.0
|
|
|
|
2,950.1
|
|
|
|
577.0
|
|
|
|
4,018.1
|
|
Prof. Dr. Claus E. Heinrich (member until May 31, 2009)
|
|
|
189.6
|
|
|
|
9.3
|
|
|
|
658.8
|
|
|
|
|
|
|
|
857.7
|
|
Bill
McDermott(3)
|
|
|
900.4
|
|
|
|
74.9
|
|
|
|
2,776.7
|
|
|
|
577.0
|
|
|
|
4,329.0
|
|
Gerhard Oswald
|
|
|
455.0
|
|
|
|
437.5
|
|
|
|
2,950.1
|
|
|
|
577.0
|
|
|
|
4,419.6
|
|
John
Schwarz(4)
|
|
|
581.5
|
|
|
|
28.2
|
|
|
|
2,910.7
|
|
|
|
577.0
|
|
|
|
4,097.4
|
|
Jim Hagemann Snabe
|
|
|
455.0
|
|
|
|
131.1
|
|
|
|
2,950.1
|
|
|
|
577.0
|
|
|
|
4,113.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
4,554.0
|
|
|
|
880.8
|
|
|
|
25,035.6
|
|
|
|
4,412.0
|
|
|
|
34,882.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Insurance contributions, benefits
in kind, expenses for maintenance of two households due to work
abroad, reimbursement legal and tax advice fees, leave
compensation
|
|
(2) |
|
Fair value at the time of grant
|
|
(3) |
|
Includes discrete payments arising
through application of the fixed exchange-rate clause to the
following items: salary for 2008: 29,600; profit-sharing
bonus for 2008: 53,200; salary for 2009: 47,500;
profit-sharing bonus for 2009: 91,900
|
|
(4) |
|
Includes discrete payments arising
through application of the fixed exchange-rate clause to the
following items: salary for 2009: 5,000; profit-sharing
bonus for 2009: 29,000
|
101
Part I
Item 6
Share-Based
Compensation Under SOP Performance Plan 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 Allocations
|
|
|
|
|
|
|
|
|
|
Total Fair
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|
|
Incentive
|
|
|
Fair Value
|
|
|
Total
|
|
|
|
|
|
|
per Right
|
|
|
Elements
|
|
|
per Right on
|
|
|
Value on
|
|
|
|
|
|
|
at Time of
|
|
|
at Time of
|
|
|
Dec. 31,
|
|
|
Dec. 31,
|
|
|
|
Quantity
|
|
|
Grant
|
|
|
Grant
|
|
|
2009
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
(000)
|
|
|
|
|
|
(000)
|
|
|
Bill McDermott (co-CEO from February 7, 2010)
|
|
|
102,670
|
|
|
|
5.62
|
|
|
|
577.0
|
|
|
|
4.89
|
|
|
|
167.4
|
|
Jim Hagemann Snabe (co-CEO from February 7, 2010)
|
|
|
102,670
|
|
|
|
5.62
|
|
|
|
577.0
|
|
|
|
4.89
|
|
|
|
167.4
|
|
Dr. Werner Brandt
|
|
|
102,670
|
|
|
|
5.62
|
|
|
|
577.0
|
|
|
|
4.89
|
|
|
|
167.4
|
|
Gerhard Oswald
|
|
|
102,670
|
|
|
|
5.62
|
|
|
|
577.0
|
|
|
|
4.89
|
|
|
|
167.4
|
|
Léo Apotheker (CEO and member until February 7,
2010)(1)
|
|
|
169,040
|
|
|
|
5.62
|
|
|
|
950.0
|
|
|
|
4.89
|
|
|
|
275.5
|
|
Erwin Gunst (member until January 31,
2010)(2)
|
|
|
102,670
|
|
|
|
5.62
|
|
|
|
577.0
|
|
|
|
4.89
|
|
|
|
167.4
|
|
John Schwarz (member until February 11,
2010)(3)
|
|
|
102,670
|
|
|
|
5.62
|
|
|
|
577.0
|
|
|
|
4.89
|
|
|
|
167.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
785,060
|
|
|
|
|
|
|
|
4,412.0
|
|
|
|
|
|
|
|
1,279.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Léo Apothekers
appointment as CEO and member of the Executive Board ended on
February 7, 2010. His contract with SAP AG ended on
March 31, 2010.
|
|
(2) |
|
Erwin Gunsts appointment as
member of the Executive Board ended on January 31, 2010.
His contract with SAP AG ended on March 31, 2010.
|
|
(3) |
|
John Schwarzs appointment as
member of the Executive Board ended on February 11, 2010.
His contract with SAP AG ended on March 31, 2010.
|
End-of-Service
Benefits
Regular
End-of-Service
Undertakings
Retirement
Pension Plan
Members of the Executive Board receive a retirement pension when
they reach the retirement age of 60 and vacate their Executive
Board seat or a disability pension if, before reaching the
regular retirement age, they become subject to occupational
disability or permanent incapacity. A surviving dependants
pension is paid on the death of a former member of the Executive
Board. The disability pension is 100% of the vested retirement
pension entitlement and is payable until the beneficiarys
60th birthday, after which it is replaced by a retirement
pension. The surviving dependants pension is 60% of the
retirement pension
or vested disability pension entitlement at death. Entitlements
are enforceable against SAP AG.
If service is ended before the retirement age of 60 is reached,
pension entitlement is reduced in proportion as the actual
length of service stands in relation to the maximum possible
length of service.
On January 1, 2000, SAP AG introduced a contributory
retirement pension plan. The contribution is 4% of applicable
compensation up to the applicable income threshold plus 14% of
applicable compensation above the applicable income threshold.
For this purpose, applicable compensation is 180% of annual base
salary. The applicable income threshold is the statutory annual
income threshold for the state
102
Part I
Item 6
pension plan in Germany (West), as amended from time to time.
Exceptional retirement pension agreements apply to the following
Executive Board members:
|
|
|
|
|
Bill McDermott and Vishal Sikka have rights to future benefits
under the pension plan of SAP America. The pension plan of SAP
America is a cash balance plan that on retirement provides
either monthly pension payments or a lump sum. The pension
becomes available from the beneficiarys
65th birthday. Subject to certain conditions, the plan also
provides earlier payment or invalidity benefits. The SAP America
pension plan closed with effect from January 1, 2009.
Interest continues to be paid on the earned rights to benefits.
SAP also made contributions to a third-party pension plan for
Bill McDermott and Vishal Sikka. SAPs contributions
reflect Bill McDermotts and Vishal Sikkas payments
into this pension plan. Additionally in view of the close of the
SAP America pension plan, SAP adjusted its payments to this
non-SAP pension plan. In 2010, SAP paid contributions for Bill
McDermott totaling 765,700 (2009: 199,600) and for
Vishal Sikka totaling 153,200.
|
|
|
|
|
|
Instead of paying for entitlements under the pension plan for
Executive Board members, SAP pays equivalent amounts to a
non-SAP pension plan for Jim Hagemann Snabe. In 2010, SAP paid
contributions totaling 283,100 (2009: 108,400).
|
|
|
|
Gerhard Oswalds performance-based retirement plan was
discontinued when SAP introduced a contributory retirement
pension plan. The pension benefits are derived from any accrued
entitlements on December 31, 1999, under performance-based
pension agreements and a salary-linked contribution for the
period commencing January 1, 2000.
|
|
|
|
Léo Apothekers agreement provided only for a
retirement pension, but not for a surviving dependants or
disability pension. The pension contribution reflected his
participation in the French social security system in that the
employer contributions paid by SAP under the French social
insurance plan are deducted from it.
|
|
|
|
SAP made no retirement pension plan contributions in respect of
John Schwarz in 2009 and 2010.
|
103
Part I
Item 6
The following table shows the change in total projected benefit
obligation (PBO) and in the total accruals for pension
obligations to Executive Board members:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Léo
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Apo the-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bill Mc
|
|
|
|
|
|
Dr.
|
|
|
|
|
|
Vishal
|
|
|
ker (CEO
|
|
|
Erwin
|
|
|
|
|
|
|
|
|
|
|
|
|
Dermott
|
|
|
|
|
|
Angelika
|
|
|
|
|
|
Sikka
|
|
|
and
|
|
|
Gunst
|
|
|
|
|
|
|
|
|
|
|
|
|
(co-CEO
|
|
|
|
|
|
Dammann
|
|
|
|
|
|
(Member
|
|
|
Member
|
|
|
(Member
|
|
|
|
|
|
|
|
|
|
|
|
|
from
|
|
|
Dr.
|
|
|
(Member
|
|
|
|
|
|
from
|
|
|
until
|
|
|
until
|
|
|
|
|
|
|
|
|
|
|
|
|
February
|
|
|
Werner
|
|
|
from July
|
|
|
Gerhard
|
|
|
February
|
|
|
February
|
|
|
January
|
|
|
|
|
|
|
|
|
|
|
|
|
7, 2010)
|
|
|
Brandt
|
|
|
1, 2010)
|
|
|
Oswald
|
|
|
7, 2010)
|
|
|
7, 2010)
|
|
|
31, 2010)
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
(000)
|
|
|
PBO January 1, 2009
|
|
|
955.0
|
|
|
|
701.8
|
|
|
|
|
|
|
|
3,099.1
|
|
|
|
|
|
|
|
439.8
|
|
|
|
389.2
|
|
|
|
5,584.9
|
|
|
|
|
|
|
|
|
|
Less plan assets market value January 1, 2009
|
|
|
33.3
|
|
|
|
624.0
|
|
|
|
|
|
|
|
2,636.6
|
|
|
|
|
|
|
|
658.8
|
|
|
|
48.1
|
|
|
|
4,000.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued January 1, 2009
|
|
|
921.7
|
|
|
|
77.8
|
|
|
|
|
|
|
|
462.5
|
|
|
|
|
|
|
|
−219.0
|
|
|
|
341.1
|
|
|
|
1,584.1
|
|
|
|
|
|
|
|
|
|
PBO change in 2009
|
|
|
3.1
|
|
|
|
201.0
|
|
|
|
|
|
|
|
527.1
|
|
|
|
|
|
|
|
88.4
|
|
|
|
92.0
|
|
|
|
911.6
|
|
|
|
|
|
|
|
|
|
Plan assets change in 2009
|
|
|
9.2
|
|
|
|
31.1
|
|
|
|
|
|
|
|
237.6
|
|
|
|
|
|
|
|
29.2
|
|
|
|
97.4
|
|
|
|
404.5
|
|
|
|
|
|
|
|
|
|
PBO December 31, 2009
|
|
|
958.1
|
|
|
|
902.8
|
|
|
|
|
|
|
|
3,626.2
|
|
|
|
|
|
|
|
528.2
|
|
|
|
481.2
|
|
|
|
6,496.5
|
|
|
|
|
|
|
|
|
|
Less plan assets market value December 31, 2009
|
|
|
42.5
|
|
|
|
655.1
|
|
|
|
|
|
|
|
2,874.2
|
|
|
|
|
|
|
|
688.0
|
|
|
|
145.5
|
|
|
|
4,405.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued December 31, 2009
|
|
|
915.6
|
|
|
|
247.7
|
|
|
|
|
|
|
|
752.0
|
|
|
|
|
|
|
|
−159.8
|
|
|
|
335.7
|
|
|
|
2,091.2
|
|
|
|
|
|
|
|
|
|
Accrued January 1, 2010 (new Board members)
|
|
|
|
|
|
|
|
|
|
|
0.0
|
|
|
|
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
PBO change in 2010
|
|
|
115.1
|
|
|
|
381.5
|
|
|
|
62.9
|
|
|
|
501.2
|
|
|
|
13.3
|
|
|
|
93.2
|
|
|
|
−370.2
|
|
|
|
797.0
|
|
|
|
|
|
|
|
|
|
Plan assets change in 2010
|
|
|
10.1
|
|
|
|
266.6
|
|
|
|
78.7
|
|
|
|
500.7
|
|
|
|
11.8
|
|
|
|
29.2
|
|
|
|
38.3
|
|
|
|
935.4
|
|
|
|
|
|
|
|
|
|
PBO December 31, 2010
|
|
|
1,073.2
|
|
|
|
1,284.3
|
|
|
|
62.9
|
|
|
|
4,127.4
|
|
|
|
46.7
|
|
|
|
621.4
|
|
|
|
111.0
|
|
|
|
7,326.9
|
|
|
|
|
|
|
|
|
|
Less plan assets market value December 31, 2010
|
|
|
52.6
|
|
|
|
921.7
|
|
|
|
78.7
|
|
|
|
3,374.9
|
|
|
|
45.0
|
|
|
|
717.2
|
|
|
|
183.8
|
|
|
|
5,373.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued December 31, 2010
|
|
|
1,020.6
|
|
|
|
362.6
|
|
|
|
−15.8
|
|
|
|
752.5
|
|
|
|
1.7
|
|
|
|
−95.8
|
|
|
|
−72.8
|
|
|
|
1,953.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table shows the annual pension entitlement of each
member of the Executive Board on reaching age 60 based on
entitlements from SAP under performance-based and salary-linked
plans vested on December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
Vested on
|
|
|
Vested on
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(000)
|
|
|
Bill McDermott (co-CEO from February 7,
2010)(1)
|
|
|
101.1
|
|
|
|
124.2
|
|
Dr. Werner Brandt
|
|
|
72.9
|
|
|
|
54.1
|
|
Dr. Angelika Dammann (member from July 1, 2010)
|
|
|
3.5
|
|
|
|
|
|
Gerhard Oswald
|
|
|
228.1
|
|
|
|
208.4
|
|
Vishal Sikka (member from February 7,
2010)(1)
|
|
|
6.3
|
|
|
|
|
|
Léo Apotheker (CEO and member until February 7, 2010)
|
|
|
45.5
|
|
|
|
45.5
|
|
Erwin Gunst (member until January 31, 2010)
|
|
|
8.8
|
|
|
|
34.4
|
|
|
|
|
(1) |
|
The rights shown here for Bill
McDermott and Vishal Sikka refer solely to rights under the SAP
America, Inc. pension plan.
|
These are vested entitlements. To the extent that members
continue to serve on the Executive Board and that therefore more
contributions are made for them in the future, pensions actually
payable at the age of 60 will be higher than the amounts shown
in the table.
104
Part I
Item 6
Postcontractual
Noncompete Provisions
During the agreed
12-month
postcontractual noncompete period, Executive Board
members receive abstention payments corresponding to 50% of
their final average contractual compensation as members.
The following table presents the net present values of the
postcontractual noncompete abstention payments. The net present
values in the table reflect the discounted present value of the
amounts that would be paid in the fictitious scenario in which
the Executive Board members leave SAP at the end of their
respective current contract terms and their final average
contractual compensation prior to their departure equals the
compensation in 2010. Actual postcontractual noncompete payments
will likely differ from these amounts depending on the time of
departure and the compensation levels and target achievements at
the time of departure.
|
|
|
|
|
|
|
|
|
|
|
Net Present
|
|
|
|
|
|
Value of
|
|
|
|
|
|
Postcontractual
|
|
|
|
Contract
|
|
Noncompete
|
|
|
|
Term
|
|
Abstention
|
|
|
|
Expires
|
|
Payment
|
|
|
|
(000)
|
|
|
Bill McDermott (co-CEO from February 7, 2010)
|
|
June 30, 2012
|
|
|
4,313.0
|
|
Jim Hagemann Snabe (co-CEO from February 7, 2010)
|
|
June 30, 2012
|
|
|
3,767.8
|
|
Dr. Werner Brandt
|
|
December 31, 2013
|
|
|
2,116.3
|
|
Dr. Angelika Dammann (member from July 1, 2010)
|
|
June 30, 2013
|
|
|
1,174.8
|
|
Gerhard Oswald
|
|
December 31, 2011
|
|
|
2,335.4
|
|
Vishal Sikka (member from February 7, 2010)
|
|
December 31, 2012
|
|
|
2,357.6
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
16,064.9
|
|
|
|
|
|
|
|
|
Early
End-of-Service
Undertakings
Severance
Payments
The standard contract for all Executive Board members since
January 1, 2006, provides that on termination before full
term (for example, where the members appointment is
revoked, where the member becomes occupationally disabled, or in
connection with a change of control), SAP AG will pay to the
member the outstanding part of the compensation target for the
entire remainder of the term, appropriately discounted for early
payment. A member has no claim to that payment if he or she
leaves SAP AG for reasons for which he or she is responsible.
If an Executive Board members post on the Executive Board
expires or ceases to exist because of, or as a consequence of,
change or restructuring or due to a change of control, SAP AG
and each Executive Board member has the right to terminate the
employment contract within eight weeks of the occurrence by
giving six months notice. A change of control is deemed to
occur when a third party is required to make a mandatory
takeover offer to the shareholders of SAP AG under the German
Securities Acquisition and Takeover Act, when SAP AG merges with
another company and becomes the subsumed entity, or when a
control or profit transfer agreement is concluded with SAP AG as
the dependent company. An Executive Board members contract
can also be terminated before full term if his or her
appointment as an SAP AG Executive Board member is revoked in
connection with a change of control.
Postcontractual
Noncompete Provisions
Abstention compensation for the postcontractual noncompete
period as described above is also payable on early contract
termination.
105
Part I
Item 6
Permanent
Disability
In case of permanent disability, the contract will end at the
end of the quarter in which the permanent inability to work was
determined. The Executive Board Member receives the monthly
basic salary for a further twelve months starting from the date
the permanent disability is determined.
Payments
to Executive Board Members Retiring in 2010
Léo Apotheker resigned from his position as member and CEO
of the Executive Board with effect from February 7, 2010,
with the approval of the Supervisory Board. He received the
following payments in connection with his retirement with effect
from March 31, 2010:
|
|
|
|
|
Léo Apotheker received monthly abstention compensation of
183,300, corresponding to 50% of his final average
contractual compensation, in consideration of an agreed
12-month
postcontractual noncompete period. Due to Léo
Apothekers taking on new employment, the abstention
compensation was ended on October 31, 2010.
|
|
|
|
He received a payment of 3,168,500 in relation to the
early termination of his contract, in accordance with the
agreement on payments for early termination.
|
|
|
|
Upon termination of his employment contract, Léo Apotheker
received compensation for unused leave totaling 459,500.
|
Erwin Gunsts contract as an Executive Board member was
ended with effect from March 31, 2010, for health reasons.
He received the following payments in 2010 in connection with
his retirement:
|
|
|
|
|
He received a payment of 2,036,000 in accordance with the
agreements on payments for early termination for health reasons.
|
|
|
|
|
|
We have set aside the postcontractual noncompete provisions in
his contract. No payment was made by SAP.
|
John Schwarz retired from his position as Executive Board member
with immediate effect on February 11, 2010, with the
approval of the Supervisory Board. He received the following
payments in connection with his retirement with effect from
March 31, 2010:
|
|
|
|
|
In February 2010, we waived the postcontractual noncompete
provisions in his contract. The postcontractual noncompete
provisions were subject to a termination notice of
six months. As he retired at the end of March 2010, he
received monthly abstention compensation of 141,900,
corresponding to 50% of his final average contractual
compensation for the remaining noncompete period of five months.
|
|
|
|
John Schwarz received a payment of 2,934,500 in relation
to the early termination of his contract, in accordance with the
agreements on payments for early termination.
|
|
|
|
Upon termination of his employment contract, John Schwarz
received compensation for unused leave totaling 70,500.
|
|
|
|
For the above mentioned amounts in euros payable in
U.S. dollars the agreed fixed exchange rate of 1 =
US$1.55664 based on the employment contract dated June 30,
2009 was applied.
|
We made agreements with each of the three retiring Executive
Board members to the effect that rights that had been allocated
to them under SAP SOP 2007 and the SOP Performance
Plan 2009 would not lapse on their retirement as provided in the
plan terms but would remain available to them without
restriction until their expiration, which in all cases is five
years after grant.
106
Part I
Item 6
Payments
to Former Executive Board Members
In 2010, we paid pension benefits of 1,290,000 to
Executive Board members who had retired before January 1,
2010 (2009: 764,000). At the end of the year, the PBO for
former Executive Board members was 24,878,000 (2009:
15,777,000). Plan assets of 25,120,000 are available
to service these obligations (2009: 16,512,000).
Executive
Board Members Long-Term Incentives
Members of the Executive Board hold virtual stock options under
the SAP SOP 2010, SOP Performance Plan 2009 and SAP
SOP 2007, stock appreciation rights (STARs) under the
Incentive Plan 2010, stock options
under SAP SOP 2002, and stock options and convertible bonds
under the LTI Plan 2000, which were granted to them in previous
years. For information about the terms and details of these
plans, see the Notes to the Consolidated Financial Statements
section, Note (28).
SAP
SOP 2010
The table below shows Executive Board members holdings, on
December 31, 2010, of virtual stock options issued to them
under the SAP SOP 2010 since its inception. The strike
price for an option is 115% of the base price. The issued
options have a term of seven years and can only be exercised on
specified dates after the four-year vesting period. The options
issued in 2010 can be exercised with effect from September 2014.
SAP SOP 2010 Stock Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rights of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Members
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rights
|
|
|
|
|
|
of the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation on
|
|
|
Exercised
|
|
|
|
|
|
Executive
|
|
|
Forfeited
|
|
|
Holding on
|
|
|
|
|
|
|
|
|
|
September 9, 2010
|
|
|
in 2010
|
|
|
|
|
|
Board
|
|
|
Rights
|
|
|
December 31, 2010
|
|
|
|
|
|
|
Strike
|
|
|
Quantity
|
|
|
Remaining
|
|
|
Quantity
|
|
|
Price on
|
|
|
Quantity
|
|
|
Quantity
|
|
|
Quantity
|
|
|
Remaining
|
|
|
|
Year
|
|
|
Price
|
|
|
of
|
|
|
Term in
|
|
|
of
|
|
|
Exercise
|
|
|
of
|
|
|
of
|
|
|
of
|
|
|
Term in
|
|
|
|
Granted
|
|
|
per Share
|
|
|
Options
|
|
|
Years
|
|
|
Options
|
|
|
Date
|
|
|
Options
|
|
|
Options
|
|
|
Options
|
|
|
Years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bill McDermott (co- CEO from February 7, 2010)
|
|
|
2010
|
|
|
|
40.80
|
|
|
|
135,714
|
|
|
|
7.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
135,714
|
|
|
|
6.69
|
|
Jim Hagemann Snabe (co-CEO from February 7, 2010)
|
|
|
2010
|
|
|
|
40.80
|
|
|
|
135,714
|
|
|
|
7.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
135,714
|
|
|
|
6.69
|
|
Dr. Werner Brandt
|
|
|
2010
|
|
|
|
40.80
|
|
|
|
82,428
|
|
|
|
7.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82,428
|
|
|
|
6.69
|
|
Dr. Angelika Dammann (member from July, 1, 2010)
|
|
|
2010
|
|
|
|
40.80
|
|
|
|
41,214
|
|
|
|
7.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,214
|
|
|
|
6.69
|
|
Gerhard Oswald
|
|
|
2010
|
|
|
|
40.80
|
|
|
|
82,428
|
|
|
|
7.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82,428
|
|
|
|
6.69
|
|
Vishal Sikka (member from February 7, 2010)
|
|
|
2010
|
|
|
|
40.80
|
|
|
|
82,428
|
|
|
|
7.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82,428
|
|
|
|
6.69
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
559,926
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
559,926
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SOP Performance
Plan 2009
The table below shows the current Executive Board members
holdings, on
December 31, 2010, of virtual stock options issued under
the SOP Performance Plan 2009.
107
Part I
Item 6
The strike price for an option varies with the performance of
SAP stock over time against the TechPGI index. The gross profit
per option is limited to 30.80, corresponding to 110% of
the SAP share price on the date of issue.
The issued options have a term of five years and can only be
exercised on specified dates after the two-year vesting period.
Therefore, none of the options held could be exercised on
December 31, 2010.
SOP Performance
Plan 2009 Stock Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rights of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Members
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rights
|
|
|
|
|
|
of the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Holding on
|
|
|
Exercised
|
|
|
|
|
|
Executive
|
|
|
Forfeited
|
|
|
Holding on
|
|
|
|
|
|
|
|
|
|
January 1, 2010
|
|
|
in 2010
|
|
|
|
|
|
Board
|
|
|
Rights
|
|
|
December 31, 2010
|
|
|
|
|
|
|
Strike
|
|
|
Quantity
|
|
|
Remaining
|
|
|
Quantity
|
|
|
Price on
|
|
|
Quantity
|
|
|
Quantity
|
|
|
Quantity
|
|
|
Remaining
|
|
|
|
Year
|
|
|
Price
|
|
|
of
|
|
|
Term in
|
|
|
of
|
|
|
Exercise
|
|
|
of
|
|
|
of
|
|
|
of
|
|
|
Term in
|
|
|
|
Granted
|
|
|
per Share
|
|
|
Options
|
|
|
Years
|
|
|
Options
|
|
|
Date
|
|
|
Options
|
|
|
Options
|
|
|
Options
|
|
|
Years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bill McDermott (co- CEO from February 7, 2010)
|
|
|
2009
|
|
|
|
variable
|
|
|
|
102,670
|
|
|
|
4.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
102,670
|
|
|
|
3.35
|
|
Jim Hagemann Snabe (co-CEO from February 7, 2010)
|
|
|
2009
|
|
|
|
variable
|
|
|
|
102,670
|
|
|
|
4.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
102,670
|
|
|
|
3.35
|
|
Dr. Werner Brandt
|
|
|
2009
|
|
|
|
variable
|
|
|
|
102,670
|
|
|
|
4.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
102,670
|
|
|
|
3.35
|
|
Gerhard Oswald
|
|
|
2009
|
|
|
|
variable
|
|
|
|
102,670
|
|
|
|
4.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
102,670
|
|
|
|
3.35
|
|
Vishal Sikka (member from February 7,
2010)(1)
|
|
|
2009
|
|
|
|
variable
|
|
|
|
35,588
|
|
|
|
4.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,588
|
|
|
|
3.35
|
|
Léo Apotheker (CEO and member until February 7,
2010)(2)
|
|
|
2009
|
|
|
|
variable
|
|
|
|
169,040
|
|
|
|
4.35
|
|
|
|
|
|
|
|
|
|
|
|
−169,040
|
|
|
|
|
|
|
|
|
|
|
|
3.35
|
|
John Schwarz (member until February 11,
2010)(3)
|
|
|
2009
|
|
|
|
variable
|
|
|
|
102,670
|
|
|
|
4.35
|
|
|
|
|
|
|
|
|
|
|
|
−102,670
|
|
|
|
|
|
|
|
|
|
|
|
3.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
717,978
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
−271,710
|
|
|
|
|
|
|
|
446,268
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The holding was allocated before
appointment to the Executive Board.
|
|
(2) |
|
Léo Apothekers
appointment as CEO and member of the Executive Board ended on
February 7, 2010. His contract with SAP AG ended on
March 31, 2010.
|
|
(3) |
|
John Schwarzs appointment as
member of the Executive Board ended on February 11, 2010.
His contract with SAP AG ended on March 31, 2010.
|
SAP
SOP 2007
The table below shows Executive Board members holdings, on
December 31, 2010, of virtual stock options issued to them
under the SAP SOP 2007 plan since its inception, including
virtual stock options issued to them both during and before
their respective membership of the Executive Board.
The strike price for an option is 110% of the base price. The
issued options have a term of five years and can only be
exercised on specified dates after the two-year vesting period.
The options issued in 2007 could be exercised with effect from
June 2009, following expiration of the two-year vesting period.
The options issued in 2008 could be exercised with effect from
March 2010, following expiration of the two-year vesting period.
108
Part I
Item 6
SAP
SOP 2007 Stock Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rights of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Members
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rights
|
|
|
|
|
|
of the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Holding on
|
|
|
Exercised
|
|
|
|
|
|
Executive
|
|
|
Forfeited
|
|
|
Holding on
|
|
|
|
|
|
|
|
|
|
January 1, 2010
|
|
|
in 2010
|
|
|
|
|
|
Board
|
|
|
Rights
|
|
|
December 31, 2010
|
|
|
|
|
|
|
Strike
|
|
|
Quantity
|
|
|
Remaining
|
|
|
Quantity
|
|
|
Price on
|
|
|
Quantity
|
|
|
Quantity
|
|
|
Quantity
|
|
|
Remaining
|
|
|
|
Year
|
|
|
Price
|
|
|
of
|
|
|
Term in
|
|
|
of
|
|
|
Exercise
|
|
|
of
|
|
|
of
|
|
|
of
|
|
|
Term in
|
|
|
|
Granted
|
|
|
per Share
|
|
|
Options
|
|
|
Years
|
|
|
Options
|
|
|
Date
|
|
|
Options
|
|
|
Options
|
|
|
Options
|
|
|
Years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bill McDermott (co-CEO from February 7,
2010)(1)
|
|
|
2007
|
|
|
|
39.28
|
|
|
|
62,508
|
|
|
|
2.23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,508
|
|
|
|
1.23
|
|
|
|
|
2008
|
|
|
|
35.96
|
|
|
|
70,284
|
|
|
|
3.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70,284
|
|
|
|
2.18
|
|
Jim Hagemann Snabe (co-CEO from February 7,
2010)(1)
|
|
|
2007
|
|
|
|
39.28
|
|
|
|
37,505
|
|
|
|
2.23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,505
|
|
|
|
1.23
|
|
|
|
|
2008
|
|
|
|
35.96
|
|
|
|
56,228
|
|
|
|
3.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,228
|
|
|
|
2.18
|
|
Dr. Werner Brandt
|
|
|
2007
|
|
|
|
39.28
|
|
|
|
72,216
|
|
|
|
2.23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72,216
|
|
|
|
1.23
|
|
|
|
|
2008
|
|
|
|
35.96
|
|
|
|
81,200
|
|
|
|
3.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81,200
|
|
|
|
2.18
|
|
Gerhard Oswald
|
|
|
2007
|
|
|
|
39.28
|
|
|
|
72,216
|
|
|
|
2.23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72,216
|
|
|
|
1.23
|
|
|
|
|
2008
|
|
|
|
35.96
|
|
|
|
81,200
|
|
|
|
3.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81,200
|
|
|
|
2.18
|
|
Vishal Sikka (member from February 7,
2010)(1)
|
|
|
2007
|
|
|
|
39.28
|
|
|
|
12,502
|
|
|
|
2.23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,502
|
|
|
|
1.23
|
|
|
|
|
2008
|
|
|
|
35.96
|
|
|
|
17,571
|
|
|
|
3.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,571
|
|
|
|
2.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Léo Apotheker (CEO and member until February 7,
2010)(2)
|
|
|
2007
|
|
|
|
39.28
|
|
|
|
79,093
|
|
|
|
2.23
|
|
|
|
|
|
|
|
|
|
|
|
−79,093
|
|
|
|
|
|
|
|
|
|
|
|
1.23
|
|
|
|
|
2008
|
|
|
|
35.96
|
|
|
|
88,933
|
|
|
|
3.18
|
|
|
|
|
|
|
|
|
|
|
|
−88,933
|
|
|
|
|
|
|
|
|
|
|
|
2.18
|
|
Erwin Gunst (member until January 31,
2010)(3)
|
|
|
2007
|
|
|
|
39.28
|
|
|
|
56,258
|
|
|
|
2.23
|
|
|
|
|
|
|
|
|
|
|
|
−56,258
|
|
|
|
|
|
|
|
|
|
|
|
1.23
|
|
|
|
|
2008
|
|
|
|
35.96
|
|
|
|
70,284
|
|
|
|
3.18
|
|
|
|
|
|
|
|
|
|
|
|
−70,284
|
|
|
|
|
|
|
|
|
|
|
|
2.18
|
|
John Schwarz (member until February 11,
2010)(4)
|
|
|
2008
|
|
|
|
35.96
|
|
|
|
81,200
|
|
|
|
3.18
|
|
|
|
|
|
|
|
|
|
|
|
−81,200
|
|
|
|
|
|
|
|
|
|
|
|
2.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
939,198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
−375,768
|
|
|
|
|
|
|
|
563,430
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The holding was allocated before
appointment to the Executive Board.
|
|
(2) |
|
Léo Apothekers
appointment as CEO and member of the Executive Board ended on
February 7, 2010. His contract with SAP AG ended on
March 31, 2010.
|
|
(3) |
|
Erwin Gunsts appointment as
member of the Executive Board ended on January 31, 2010.
His contract with SAP AG ended on March 31, 2010.
|
|
(4) |
|
John Schwarzs appointment as
member of the Executive Board ended on February 11, 2010.
His contract with SAP AG ended on March 31, 2010.
|
Incentive
Plan 2010
The additional nonrecurring share-based compensation awarded in
2006 comprised stock appreciation rights for the Incentive Plan
2010 share-based compensation plan. The stock appreciation
rights awarded under this plan expired on December 31,
2010, without any payments.
SAP
SOP 2002
The table below shows Executive Board members
December 31, 2010, holdings of stock options issued in
previous years under the SAP SOP 2002 plan since its
inception.
The strike price for an SAP SOP 2002 stock option is 110%
of the base price of one SAP share. The base price is the
arithmetic
109
Part I
Item 6
mean closing auction price for SAP stock in the Xetra trading
system (or its successor system) over the five business days
immediately before the issue date of that stock option. The
strike price cannot be less than the closing auction price on
the day before the issue date. The issued options have a term of
five years and can only be exercised on specified dates after
the two-year vesting period.
As a result of the issue on December 21, 2006, of bonus
shares at a
one-to-three
ratio under a capital increase from corporate funds, on exercise
each stock option now entitles its beneficiary to four shares.
For better comparability with the price of SAP stock since
implementation of the capital increase, the following table
shows not the number (quantity) of
options but the number (quantity) of shares to which they
entitle the holder. Consequently, the strike prices shown are
prices per share and not per option. The number of shares shown
in the table is four times the number of options, and the strike
price for an option is four times the strike price per share
shown in the table.
In December 2009, the Supervisory Board agreed an amendment to
the terms of SAP SOP 2002 for options granted in 2005. For
details of the amendment, see the Notes to the Consolidated
Financial Statements section, Note (28).
The right to exercise options issued in 2005 expired in February
2010.
SAP
SOP 2002 Stock Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rights of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Holding
|
|
|
|
|
|
|
|
|
|
|
|
Members
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
on
|
|
|
|
|
|
Rights
|
|
|
|
|
|
of the
|
|
|
|
|
|
Holding on
|
|
|
|
|
|
|
|
|
|
|
|
|
January
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
Executive
|
|
|
Forfeited
|
|
|
December
|
|
|
|
|
|
|
|
|
|
|
|
|
1, 2010
|
|
|
|
|
|
in 2010
|
|
|
|
|
|
Board
|
|
|
Rights
|
|
|
31, 2010
|
|
|
|
|
|
|
|
|
|
Strike
|
|
|
Quantity
|
|
|
Remaining
|
|
|
Quantity
|
|
|
Price on
|
|
|
Quantity
|
|
|
Quantity
|
|
|
Quantity
|
|
|
Remaining
|
|
|
|
Year
|
|
|
Price
|
|
|
of
|
|
|
Term in
|
|
|
of
|
|
|
Exercise
|
|
|
of
|
|
|
of
|
|
|
of
|
|
|
Term in
|
|
|
|
Granted
|
|
|
per Share
|
|
|
Shares
|
|
|
Years
|
|
|
Shares
|
|
|
Date
|
|
|
Shares
|
|
|
Shares
|
|
|
Shares
|
|
|
Years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bill McDermott (co- CEO from February 7,
2010)(1)
|
|
|
2006
|
|
|
|
46.48
|
|
|
|
77,296
|
|
|
|
1.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
77,296
|
|
|
|
0.10
|
|
Jim Hagemann Snabe (co-CEO from February 7,
2010)(1)
|
|
|
2005
|
|
|
|
33.55
|
|
|
|
51,180
|
|
|
|
0.11
|
|
|
|
−22,008
|
|
|
|
33.67
|
|
|
|
|
|
|
|
−29,172
|
|
|
|
|
|
|
|
0.00
|
|
|
|
|
2006
|
|
|
|
46.48
|
|
|
|
37,164
|
|
|
|
1.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,164
|
|
|
|
0.10
|
|
Dr. Werner Brandt
|
|
|
2005
|
|
|
|
33.55
|
|
|
|
149,980
|
|
|
|
0.11
|
|
|
|
−64,496
|
|
|
|
33.67
|
|
|
|
|
|
|
|
−85,484
|
|
|
|
|
|
|
|
0.00
|
|
|
|
|
2006
|
|
|
|
46.48
|
|
|
|
87,292
|
|
|
|
1.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
87,292
|
|
|
|
0.10
|
|
Gerhard Oswald
|
|
|
2005
|
|
|
|
33.55
|
|
|
|
149,980
|
|
|
|
0.11
|
|
|
|
−64,496
|
|
|
|
33.67
|
|
|
|
|
|
|
|
−85,484
|
|
|
|
|
|
|
|
0.00
|
|
|
|
|
2006
|
|
|
|
46.48
|
|
|
|
87,292
|
|
|
|
1.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
87,292
|
|
|
|
0.10
|
|
Vishal Sikka (member from February 7,
2010)(1)
|
|
|
2006
|
|
|
|
46.48
|
|
|
|
7,436
|
|
|
|
1.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,436
|
|
|
|
0.10
|
|
Léo Apotheker (CEO and member until February 7,
2010)(2)
|
|
|
2005
|
|
|
|
33.55
|
|
|
|
149,980
|
|
|
|
0.11
|
|
|
|
−64,496
|
|
|
|
33.67
|
|
|
|
|
|
|
|
−85,484
|
|
|
|
|
|
|
|
0.00
|
|
|
|
|
2006
|
|
|
|
46.48
|
|
|
|
95,604
|
|
|
|
1.10
|
|
|
|
|
|
|
|
|
|
|
|
−95,604
|
|
|
|
|
|
|
|
|
|
|
|
0.10
|
|
Erwin Gunst (member until January 31,
2010)(3)
|
|
|
2005
|
|
|
|
33.55
|
|
|
|
61,264
|
|
|
|
0.11
|
|
|
|
−26,344
|
|
|
|
33.67
|
|
|
|
|
|
|
|
−34,920
|
|
|
|
|
|
|
|
0.00
|
|
|
|
|
2006
|
|
|
|
46.48
|
|
|
|
44,596
|
|
|
|
1.10
|
|
|
|
|
|
|
|
|
|
|
|
−44,596
|
|
|
|
|
|
|
|
|
|
|
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
999,064
|
|
|
|
|
|
|
|
−241,840
|
|
|
|
|
|
|
|
−140,200
|
|
|
|
−320,544
|
|
|
|
296,480
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The holding was allocated before
appointment to the Executive Board.
|
|
(2) |
|
Léo Apothekers
appointment as CEO and member of the Executive Board ended on
February 7, 2010. His contract with SAP AG ended on
March 31, 2010.
|
110
Part I
Item 6
|
|
|
(3) |
|
Erwin Gunsts appointment as
member of the Executive Board ended on January 31, 2010.
His contract with SAP AG ended on March 31, 2010.
|
LTI Plan
2000
Beneficiaries under the LTI Plan 2000 could choose between
convertible bonds and stock options. The chief difference was in
the way the exercise or conversion price was determined. The
bond conversion price depends on the closing price of SAP stock
the day before the bond was issued, while the option strike
price varies with the performance of SAP stock over time against
the S&P North Software-Software Index (the successor of the
GSTI Software index). The issued options have a term of ten
years and could only be exercised in portions of one-third each
on specified dates after two-year, three-year, or four-year
vesting periods respectively. On December 31, 2010, no
current member of the Executive Board held LTI plan 2000 stock
options.
The table below shows convertible bonds held by members of the
Executive Board on December 31, 2010, granted in earlier
years under the LTI Plan 2000. The strike prices for LTI Plan
2000 convertible bonds reflect the
prices payable by an Executive Board member for one SAP share on
conversion of the bond. The strike prices are fixed and
correspond to the quoted price of one SAP share on the business
day immediately preceding the grant of the convertible bond. As
a result of the issue on December 21, 2006, of bonus shares
at a
one-to-three
ratio under a capital increase from corporate funds, on
conversion each bond now entitles its beneficiary to four
shares. For better comparability with the price of SAP stock
since implementation of the capital increase, the following
table shows not the number (quantity) of convertible bonds but
the number (quantity) of shares to which they entitle the
holder. Consequently, the strike prices shown are prices per
share and not per bond. The number of shares shown in the table
is four times the number of bonds, and the strike price for a
bond is four times the strike price per share shown in the table.
The right to exercise convertible bonds issued in 2000 expired
in February 2010.
LTI
Plan 2000 Convertible Bonds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exerciseable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rights of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Members
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rights
|
|
|
|
|
|
of the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Holding on
|
|
|
Exercised
|
|
|
|
|
|
Executive
|
|
|
|
|
|
Holding on
|
|
|
|
|
|
|
|
|
|
January 1, 2010
|
|
|
in 2010
|
|
|
|
|
|
Board
|
|
|
Forfeited
|
|
|
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
Remaining
|
|
|
|
|
|
Price on
|
|
|
|
|
|
Rights
|
|
|
|
|
|
Remaining
|
|
|
|
Year
|
|
|
Strike Price
|
|
|
Quantity
|
|
|
Term in
|
|
|
Quantity of
|
|
|
Exercise
|
|
|
Quantity of
|
|
|
Quantity of
|
|
|
Quantity of
|
|
|
Term in
|
|
|
|
Granted
|
|
|
per Share
|
|
|
of Shares
|
|
|
Years
|
|
|
Shares
|
|
|
Date
|
|
|
Shares
|
|
|
Shares
|
|
|
Shares
|
|
|
Years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Werner Brandt
|
|
|
2001
|
|
|
|
47.81
|
|
|
|
20,000
|
|
|
|
1.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
0.14
|
|
|
|
|
2002
|
|
|
|
37.88
|
|
|
|
120,000
|
|
|
|
2.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120,000
|
|
|
|
1.14
|
|
Gerhard Oswald
|
|
|
2000
|
|
|
|
72.58
|
|
|
|
65,700
|
|
|
|
0.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
−65,700
|
|
|
|
|
|
|
|
0
|
|
|
|
|
2001
|
|
|
|
47.81
|
|
|
|
88,000
|
|
|
|
1.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
88,000
|
|
|
|
0.14
|
|
Léo Apotheker (CEO and member until February 7,
2010)(1)
|
|
|
2001
|
|
|
|
47.81
|
|
|
|
120,000
|
|
|
|
1.14
|
|
|
|
|
|
|
|
|
|
|
|
−120,000
|
|
|
|
|
|
|
|
|
|
|
|
0.14
|
|
|
|
|
2002
|
|
|
|
37.88
|
|
|
|
70,000
|
|
|
|
2.14
|
|
|
|
|
|
|
|
|
|
|
|
−70,000
|
|
|
|
|
|
|
|
|
|
|
|
1.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
483,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
−190,000
|
|
|
|
−65,700
|
|
|
|
228,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Léo Apo thekers
appointment as CEO and member of the Executive Board ended on
February 7, 2010. His contract with SAP AG ended on
March 31, 2010.
|
111
Part I
Item 6
Total
Expense for Share-Based Compensation
In the report year and the prior year, total expense for the
share-based compensation plans of Executive Board members was
recorded as follows:
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(000)
|
|
|
Bill McDermott (co-CEO from February 7, 2010)
|
|
|
382.9
|
|
|
|
339.3
|
|
Jim Hagemann Snabe (co-CEO from February 7, 2010)
|
|
|
373.8
|
|
|
|
318.3
|
|
Dr. Werner Brandt
|
|
|
355.2
|
|
|
|
351.8
|
|
Dr. Angelika Dammann (member from July 1, 2010)
|
|
|
28.1
|
|
|
|
|
|
Gerhard Oswald
|
|
|
355.2
|
|
|
|
351.8
|
|
Vishal Sikka (member from February 7, 2010)
|
|
|
151.8
|
|
|
|
|
|
Léo Apotheker (CEO and member until February 7,
2010)(1)
|
|
|
575.0
|
|
|
|
376.3
|
|
Erwin Gunst (member until January 31,
2010)(1)
|
|
|
371.7
|
|
|
|
343.1
|
|
John Schwarz (member until February 11,
2010)(1)
|
|
|
393.8
|
|
|
|
397.0
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2,987.5
|
|
|
|
2,477.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Materially, the expense recorded
in the report year reflects the fact that the rights did not
expire on retirement but subsist until the end of the plan. IFRS
2 requires that it be immediately recognized at full fair value.
|
AG. Members of the Executive Board held a total of 13,747 SAP
shares on December 31, 2010 (2009: 15,336 shares).
The table below shows transactions by Executive Board members
and persons closely associated with them notified to SAP
pursuant to the German Securities Trading Act, section 15a,
in 2010.
Transactions in SAP Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction Date
|
|
|
Transaction
|
|
|
Quantity
|
|
|
Unit Price in
|
|
|
Jim Hagemann Snabe
|
|
|
February 1, 2010
|
|
|
|
Stock
sale(1
|
)
|
|
|
22,008
|
|
|
|
33.6677
|
|
Gerhard Oswald
|
|
|
February 1, 2010
|
|
|
|
Stock
sale(1
|
)
|
|
|
64,496
|
|
|
|
33.6677
|
|
Léo Apotheker (CEO and member of the Executive Board until
February 7, 2010)
|
|
|
February 1, 2010
|
|
|
|
Stock
sale(1
|
)
|
|
|
64,496
|
|
|
|
33.6677
|
|
Dr. Werner Brandt
|
|
|
February 1, 2010
|
|
|
|
Stock
sale(1
|
)
|
|
|
64,496
|
|
|
|
33.6677
|
|
Dr. Angelika Dammann (member of the Executive Board from
July 1, 2010)
|
|
|
August 23, 2010
|
|
|
|
Stock purchase
|
|
|
|
1,420
|
|
|
|
35.38
|
|
|
|
|
(1)
|
|
Sale of shares in line with SAP
SOP 2002
|
commitment for the benefit of, any member of our Executive Board
in 2010 or the previous year.
112
Part I
Item 6
As far as the law permits, SAP AG and its affiliated companies
in Germany and elsewhere indemnify and hold harmless their
respective directors and officers against and from the claims of
third parties. To this end, we maintain directors and
officers (D&O) group liability insurance. The policy
is annual and is renewed from year to year. The insurance covers
the personal liability of the insured group for financial loss
caused by its managerial acts and omissions. The current
D&O policy includes an individual deductible for Executive
Board members of SAP AG as required by section 93
(2) of the German Stock Corporation Act.
Compensation
for Supervisory Board Members
Compensation
System
Supervisory Board members compensation is governed by our
Articles of Incorporation, section 16. The section was
amended by resolution of our June 8, 2010, Annual General
Meeting of Shareholders in order to align it with the
remuneration level and ratio of fixed to variable remuneration
elements at other comparable companies. Each member of the
Supervisory Board receives, in addition to the reimbursement of
his or her expenses, compensation composed of fixed elements and
a variable element. The variable element depends on the dividend
paid by SAP on its shares.
The fixed element is 100,000 for the chairperson,
70,000 for the deputy chairperson, and 50,000 for
other members. For
membership of the Audit Committee, Supervisory Board members
receive additional fixed annual remuneration of 15,000,
and for membership of any other Supervisory Board committee
10,000, provided that the committee concerned has met in
the year. The chairperson of the audit committee receives
25,000, and the chairpersons of the other committees
receive 20,000. The fixed remuneration is payable after
the end of the year.
The variable compensation element is 10,000 for the
chairperson, 8,000 for the deputy chairperson, and
6,000 for the other members of the Supervisory Board for
each 0.01 by which the dividend distributed per share
exceeds 0.40. The variable remuneration is payable after
the end of the Annual General Meeting of Shareholders that
resolves on the dividend for the relevant year.
However, the aggregate compensation excluding compensation for
committee memberships must not exceed 250,000 for the
chairperson, 200,000 for the deputy chairperson, and
150,000 for other members of the Supervisory Board.
Any members of the Supervisory Board having served for less than
the entire year receive one-twelfth of the annual remuneration
for each month of service commenced. This also applies to the
increased compensation of the chairperson and the deputy
chairperson and to the remuneration for the chairperson and the
members of a committee.
113
Part I
Item 6
Amount of
Compensation
Subject to the resolution on the appropriation of retained
earnings by the Annual General Meeting of Shareholders on
May 25, 2011, the compensation paid to Supervisory Board
members in respect of 2010 will be as set out in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
Compensation
|
|
|
Variable
|
|
|
|
|
|
|
|
|
Compensation
|
|
|
|
|
|
|
|
|
|
Fixed
|
|
|
for Committee
|
|
|
Compen-
|
|
|
|
|
|
Fixed
|
|
|
for Committee
|
|
|
Variable
|
|
|
|
|
|
|
Compensation
|
|
|
Work
|
|
|
sation
|
|
|
Total
|
|
|
Compensation
|
|
|
Work
|
|
|
Compensation
|
|
|
Total
|
|
|
|
(000)
|
|
|
Prof. Dr. h.c. mult. Hasso Plattner (chairperson)
|
|
|
100.0
|
|
|
|
60.0
|
|
|
|
150.0
|
|
|
|
310.0
|
|
|
|
75.0
|
|
|
|
20.0
|
|
|
|
125.0
|
|
|
|
220.0
|
|
Lars Lamadé (deputy chairperson)
|
|
|
70.0
|
|
|
|
1.7
|
|
|
|
130.0
|
|
|
|
201.7
|
|
|
|
50.0
|
|
|
|
2.5
|
|
|
|
100.0
|
|
|
|
152.5
|
|
Pekka Ala-Pietilä
|
|
|
50.0
|
|
|
|
20.0
|
|
|
|
100.0
|
|
|
|
170.0
|
|
|
|
37.5
|
|
|
|
5.0
|
|
|
|
62.5
|
|
|
|
105.0
|
|
Thomas Bamberger
|
|
|
50.0
|
|
|
|
15.0
|
|
|
|
100.0
|
|
|
|
165.0
|
|
|
|
37.5
|
|
|
|
2.5
|
|
|
|
62.5
|
|
|
|
102.5
|
|
Panagiotis Bissiritsas
|
|
|
50.0
|
|
|
|
20.0
|
|
|
|
100.0
|
|
|
|
170.0
|
|
|
|
37.5
|
|
|
|
5.0
|
|
|
|
62.5
|
|
|
|
105.0
|
|
Willi Burbach
|
|
|
50.0
|
|
|
|
10.0
|
|
|
|
100.0
|
|
|
|
160.0
|
|
|
|
37.5
|
|
|
|
5.0
|
|
|
|
62.5
|
|
|
|
105.0
|
|
Prof. Dr. Wilhelm Haarmann
|
|
|
50.0
|
|
|
|
31.7
|
|
|
|
100.0
|
|
|
|
181.7
|
|
|
|
37.5
|
|
|
|
10.0
|
|
|
|
62.5
|
|
|
|
110.0
|
|
Peter Koop
|
|
|
50.0
|
|
|
|
10.0
|
|
|
|
100.0
|
|
|
|
160.0
|
|
|
|
37.5
|
|
|
|
4.8
|
|
|
|
62.5
|
|
|
|
104.8
|
|
Christiane Kuntz-Mayr
|
|
|
50.0
|
|
|
|
10.0
|
|
|
|
100.0
|
|
|
|
160.0
|
|
|
|
37.5
|
|
|
|
2.3
|
|
|
|
62.5
|
|
|
|
102.3
|
|
Bernard Liautaud
|
|
|
50.0
|
|
|
|
10.0
|
|
|
|
100.0
|
|
|
|
160.0
|
|
|
|
37.5
|
|
|
|
2.5
|
|
|
|
62.5
|
|
|
|
102.5
|
|
Dr. Gerhard Maier
|
|
|
50.0
|
|
|
|
25.0
|
|
|
|
100.0
|
|
|
|
175.0
|
|
|
|
37.5
|
|
|
|
5.0
|
|
|
|
62.5
|
|
|
|
105.0
|
|
Dr. h.c. Hartmut Mehdorn
|
|
|
50.0
|
|
|
|
10.0
|
|
|
|
100.0
|
|
|
|
160.0
|
|
|
|
37.5
|
|
|
|
2.5
|
|
|
|
62.5
|
|
|
|
102.5
|
|
Prof. Dr.-Ing. Dr. h.c. Dr.-Ing. E.h. Joachim Milberg
|
|
|
50.0
|
|
|
|
35.0
|
|
|
|
100.0
|
|
|
|
185.0
|
|
|
|
37.5
|
|
|
|
10.0
|
|
|
|
62.5
|
|
|
|
110.0
|
|
Dr. Erhard Schipporeit
|
|
|
50.0
|
|
|
|
35.0
|
|
|
|
100.0
|
|
|
|
185.0
|
|
|
|
37.5
|
|
|
|
7.5
|
|
|
|
62.5
|
|
|
|
107.5
|
|
Stefan Schulz
|
|
|
50.0
|
|
|
|
21.7
|
|
|
|
100.0
|
|
|
|
171.7
|
|
|
|
37.5
|
|
|
|
5.0
|
|
|
|
62.5
|
|
|
|
105.0
|
|
Prof. Dr.-Ing. Dr.-Ing. E.h. Klaus Wucherer
|
|
|
50.0
|
|
|
|
10.0
|
|
|
|
100.0
|
|
|
|
160.0
|
|
|
|
37.5
|
|
|
|
2.5
|
|
|
|
62.5
|
|
|
|
102.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
870.0
|
|
|
|
325.0
|
|
|
|
1,680.0
|
|
|
|
2,875.0
|
|
|
|
650.0
|
|
|
|
92.1
|
|
|
|
1,100.0
|
|
|
|
1,842.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In addition, we reimburse to members of the Supervisory Board
their expenses and the value-added tax payable on their
compensation.
The total compensation of all Supervisory Board members in 2010
for work for SAP excluding compensation relating to the office
of Supervisory Board member was 995,000 (2009:
1,095,100). Those amounts are composed entirely of
remuneration received by employee representatives on the
Supervisory Board relating to their position as SAP employees in
2009 and 2010 respectively.
Supervisory Board member Wilhelm Haarmann is an attorney at the
German bar and a partner at HAARMANN Partnerschaftsgesellschaft
in Frankfurt am Main, Germany. Wilhelm Haarmann and HAARMANN
Partnerschaftsgesellschaft occasionally advise SAP on particular
projects, tax matters, and
questions of law. In 2010, the fees for such services totaled
73,000 (2009: 839,000).
For consulting services in connection with a study we carried
out into the potential of in-memory database technology for
business leaders, we paid Supervisory Board member Hartmut
Mehdorn a fee of 29,000 in 2010 (2009: no consulting
services beside service on the Supervisory Board).
Long-Term
Incentives for the Supervisory Board
We do not offer members stock options or other share-based
compensation for their Supervisory Board work. Any stock options
or other share-based compensation received by employee-elected
members relate to their position as SAP employees and not to
their work on the Supervisory Board.
114
Part I
Item 6
Shareholdings
and Transactions of Supervisory Board Members
Supervisory Board chairperson Hasso Plattner and the companies
he controlled held 122,148,302 SAP shares on December 31,
2010 (December 31, 2009: 127,186,143 SAP shares),
representing 9.956% (2009: 10.374%) of SAPs
capital stock. No other member of the Supervisory Board held
more than 1% of the SAP AG common stock at the end of 2010 or of
the previous year. Members of the Supervisory Board held a total
of 122,156,130 SAP shares on December 31, 2010
(December 31, 2009: 127,193,136 SAP shares).
The table below shows transactions by Supervisory Board members
and persons closely associated with them notified to SAP
pursuant to the German Securities Trading Act, section 15a,
in 2010:
Transactions
in SAP Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction Date
|
|
Transaction
|
|
Quantity
|
|
|
Unit Price in
|
|
|
Thomas
Bamberger(1)
|
|
|
February 1, 2010
|
|
|
|
Stock sale
|
|
|
|
4,404
|
|
|
|
33.6677
|
|
Stefan
Schulz(1)
|
|
|
February 1, 2010
|
|
|
|
Stock sale
|
|
|
|
300
|
|
|
|
33.6677
|
|
Dr. Gerhard
Maier(2)
|
|
|
November 15, 2010
|
|
|
|
Stock sale
|
|
|
|
7,000
|
|
|
|
36.40
|
|
|
|
|
(1) |
|
Sale of shares in line with SAP
SOP 2002
|
|
(2) |
|
Sale of shares in line with the
LTI Plan 2000
|
Supervisory
Board: Other Information
We did not grant any compensation advance or credit to, or enter
into any commitment for the benefit of, any member of our
Supervisory Board in 2010 or the previous year.
Hasso Plattner, the chairperson of the Supervisory Board,
entered into a consulting contract with SAP after he joined the
Supervisory Board in May 2003. The contract does not provide for
any compensation. The only cost
we incurred under the contract was the reimbursement of expenses.
As far as the law permits, we indemnify Supervisory Board
members against, and hold them harmless from, claims brought by
third parties. To this end, we maintain directors and
officers group liability insurance. The current D&O
policy does not include an individual deductible for Supervisory
Board members, as envisaged in the German Corporate Governance
Code.
115
Part I
Item 6
Employees
Headcount
The following tables set forth the number of employees, measured
in full-time equivalents by functional area and by geographic
region:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
December 31, 2009
|
|
|
December 31, 2008
|
|
|
|
|
|
|
|
|
|
Asia
|
|
|
|
|
|
|
|
|
|
|
|
Asia
|
|
|
|
|
|
|
|
|
|
|
|
Asia
|
|
|
|
|
|
|
|
|
|
|
|
|
Pacific
|
|
|
|
|
|
|
|
|
|
|
|
Pacific
|
|
|
|
|
|
|
|
|
|
|
|
Pacific
|
|
|
|
|
Full-time equivalents
|
|
EMEA(1)
|
|
|
Americas
|
|
|
Japan
|
|
|
Total
|
|
|
EMEA(1)
|
|
|
Americas
|
|
|
Japan
|
|
|
Total
|
|
|
EMEA(1)
|
|
|
Americas
|
|
|
Japan
|
|
|
Total
|
|
|
Software and software-related services
|
|
|
3,804
|
|
|
|
1,827
|
|
|
|
2,254
|
|
|
|
7,885
|
|
|
|
3,227
|
|
|
|
1,276
|
|
|
|
1,919
|
|
|
|
6,422
|
|
|
|
3,269
|
|
|
|
1,306
|
|
|
|
1,891
|
|
|
|
6,466
|
|
Professional services and other services
|
|
|
6,787
|
|
|
|
3,955
|
|
|
|
2,410
|
|
|
|
13,152
|
|
|
|
6,635
|
|
|
|
3,473
|
|
|
|
2,240
|
|
|
|
12,348
|
|
|
|
7,326
|
|
|
|
4,142
|
|
|
|
2,583
|
|
|
|
14,051
|
|
Research and development
|
|
|
8,617
|
|
|
|
3,154
|
|
|
|
4,113
|
|
|
|
15,884
|
|
|
|
8,525
|
|
|
|
2,534
|
|
|
|
3,755
|
|
|
|
14,814
|
|
|
|
8,687
|
|
|
|
2,767
|
|
|
|
4,094
|
|
|
|
15,548
|
|
Sales and marketing
|
|
|
4,593
|
|
|
|
4,214
|
|
|
|
2,180
|
|
|
|
10,987
|
|
|
|
4,202
|
|
|
|
3,559
|
|
|
|
1,752
|
|
|
|
9,513
|
|
|
|
4,645
|
|
|
|
4,014
|
|
|
|
2,042
|
|
|
|
10,701
|
|
General and administration
|
|
|
2,053
|
|
|
|
1,005
|
|
|
|
518
|
|
|
|
3,576
|
|
|
|
1,919
|
|
|
|
724
|
|
|
|
408
|
|
|
|
3,051
|
|
|
|
1,996
|
|
|
|
788
|
|
|
|
459
|
|
|
|
3,243
|
|
Infrastructure
|
|
|
1,135
|
|
|
|
628
|
|
|
|
266
|
|
|
|
2,029
|
|
|
|
854
|
|
|
|
408
|
|
|
|
174
|
|
|
|
1,436
|
|
|
|
905
|
|
|
|
445
|
|
|
|
185
|
|
|
|
1,535
|
|
SAP Group (December 31)
|
|
|
26,989
|
|
|
|
14,783
|
|
|
|
11,741
|
|
|
|
53,513
|
|
|
|
25,362
|
|
|
|
11,974
|
|
|
|
10,248
|
|
|
|
47,584
|
|
|
|
26,828
|
|
|
|
13,462
|
|
|
|
11,254
|
|
|
|
51,544
|
|
thereof Sybase
|
|
|
813
|
|
|
|
1,866
|
|
|
|
1,047
|
|
|
|
3,726
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SAP Group (average)
|
|
|
25,929
|
|
|
|
13,164
|
|
|
|
10,877
|
|
|
|
49,970
|
|
|
|
25,927
|
|
|
|
12,288
|
|
|
|
10,554
|
|
|
|
48,769
|
|
|
|
26,561
|
|
|
|
13,872
|
|
|
|
11,128
|
|
|
|
51,561
|
|
|
|
|
(1) |
|
Europe, Middle east, Africa
|
At the end of 2010, our total worldwide headcount expressed in
full-time equivalents (FTEs) was 53,513 (December 31, 2009:
47,584 FTEs). This represents an increase in headcount of 5,929
in comparison to 2009. Of the overall headcount increase in
2010, 4,233 resulted from acquisitions, and of those, 3,817
resulted from the acquisition of Sybase in July. On
December 31, 2010, the number of employees working for the
acquired Sybase business was 3,726. The average number of
employees in 2010 was 49,970 (2009: 48,769).
We define the FTE headcount as the number of people we would
employ if we only employed people on full-time employment
contracts. Students employed part time and certain people who
are employed by SAP but who for various reasons are not
currently working are excluded from our figures. Also, certain
temporary employees are not included in our figures. The number
of such temporary employees is not material.
On December 31, 2010 the largest number of SAP employees
(50%) were employed in
the EMEA region (including 29% in Germany), while 28% were
employed in the Americas region (including 20% in the United
States) and 22% in the Asia Pacific Japan (APJ) region.
Our general and administration headcount increased 17% to
3,576 full-time employees at the end of the year (2009:
3,051). Professional services and other services counted
13,152 employees at the end of 2010 an increase
of 7% (2009: 12,348). Our R&D headcount grew 7% to 15,884
(2009: 14,814). Our worldwide headcount in the field of software
and software-related services grew 23% to 7,885 (2009: 6,422).
Sales and marketing headcount grew 15% to 10,987 at the end of
the year (2009: 9,513), because we invested heavily in the sales
and marketing of our products and services in 2010 and employed
more sales staff in all regions. Our infrastructure employees,
who provide IT and facility management services, numbered 2,029,
an increase of 41% (2009: 1,436).
116
Part I
Item 6,
7
We had high numbers of new hires resulting from acquisitions in
2010: In the Americas region, the number of acquisition-related
hires was 1,975; in the EMEA region it was 1,174, and in the APJ
region it was 1,084. In the Americas region headcount increased
by 2,809, or 23%; in the EMEA region the increase was 1,627 or
6%; in the APJ region it was 1,493 or 15%.
Employee
Relations and Labor Unions
On a worldwide basis, we believe that our employee relations are
excellent. Employees of SAP France S.A. are subject to a
collective bargaining agreement.
On the legal entity level, the SAP AG works council represents
the employees of the AG with 39 members; the employees of SAP
Deutschland AG & Co. KG (SAP Germany) are represented
by a works council with 31 members. For different areas of
co-determination the entity-level works councils have elected
committees. By law the works councils are entitled to
consultation- and in some areas to co-determination- rights
concerning labor conditions at SAP AG and SAP Germany. Other
employee representatives include the group works council
currently having seven members (members of the works councils of
SAP AG and SAP Germany), the representatives of severely
disabled persons in all entities and on group level (Germany)
and the spokespersons committee as the representation of the
executives.
Each of SAP France S.A. and SAP Labs France S.A. are represented
by a French works council. A French works council is responsible
for protecting the employees collective interests by
ensuring that management considers the interests of employees in
making decisions on behalf of the company. A French works
council is entitled to certain company information and to
consult with management on matters that are expected to have an
impact on company structure or on the employees it represents.
In addition, the employees of our subsidiaries SAP Espana S.A.,
SAP Belgium N.V. and
SAP Nederland B.V. are also represented by works councils. In
SAP (UK) Limited an employee consultation forum exists. The
Sybase France SARL and Sybase Nederland B.V. employees are
represented by a works council.
SHARE
OWNERSHIP
Beneficial
Ownership of Shares
The ordinary shares beneficially owned by the persons listed in
Item 6. Directors, Senior Management and
Employees Compensation Report is disclosed in
Item 7. Major Shareholders and Related-Party
Transactions Major Shareholders.
SHARE-BASED
COMPENSATION PLANS
Share-Based
Compensation
We maintain certain share-based compensation plans. The
share-based compensation from these plans result from
cash-settled and equity-settled awards issued to employees. For
more information on our share-based compensation plans refer to
Item 6. Directory, Senior Management and
Employees Compensation Report and Note
(28) to our Consolidated Financial Statements.
ITEM 7. MAJOR
SHAREHOLDERS AND RELATED-PARTY TRANSACTIONS
MAJOR
SHAREHOLDERS
The share capital of SAP AG consists of ordinary shares, which
are issued only in bearer form. Accordingly, SAP AG generally
has no way of determining who its shareholders are or how many
shares a particular shareholder owns. SAPs ordinary shares
are traded in the United States by means of ADRs. Each ADR
currently represents one SAP AG ordinary share. On March 3,
2011, based on information provided by the Depositary there were
45,754,284 ADRs held of record by 1,257 registered holders. The
ordinary shares underlying such ADRs represented 3.73% of the
then-outstanding ordinary
117
Part I
Item 7
shares (including treasury stock). Because SAPs ordinary
shares are issued in bearer form only, we are unable to
determine the number of ordinary shares directly held by persons
with U.S. addresses.
The following table sets forth certain information regarding the
beneficial ownership of the ordinary shares to the extent known
to SAP as of March 3, 2011 of: (i) each person or
group known by SAP AG to own beneficially 5% or more of the
outstanding ordinary shares; and (ii) the beneficial
ownership of all members of the Supervisory Board and all
members of the Executive Board, individually and as a group, in
each case as reported to SAP AG by such persons. There was, as
far as we are able to tell given the nature of our shares, no
significant change in the percentage ownership held by any major
shareholder during the past three years. None of the major
shareholders have special voting rights. On September 10,
2010, BlackRock, Inc., New York, USA, BlackRock Financial
Management, Inc., New York, USA, and BlackRock Holdco 2, Inc.,
Wilmington, Delaware, USA, notified us as follows: The
percentage of voting shares of BlackRock, Inc. exceeded 3% on
September 6, 2010 and was then 3.59%. The percentage of
voting shares of BlackRock Financial Management, Inc. exceeded
3% on September 6, 2010 and was then 3.46%. The percentage
of voting shares of BlackRock Holdco 2, Inc. exceeded 3% on
September 6, 2010 and was then 3.46%.
|
|
|
|
|
|
|
|
|
|
|
Ordinary Shares
|
|
|
|
Beneficially Owned
|
|
|
|
|
|
|
% of
|
|
Major Shareholders
|
|
Number
|
|
|
Outstanding
|
|
|
Dietmar Hopp,
collectively(1)
|
|
|
75,273,200
|
|
|
|
6.132
|
%
|
Hasso Plattner, Chairperson Supervisory Board,
collectively(2)
|
|
|
122,148,302
|
|
|
|
9.951
|
%
|
Klaus Tschira,
collectively(3)
|
|
|
93,079,595
|
|
|
|
7.583
|
%
|
Executive Board Members as a group (6 persons)
|
|
|
13,747
|
|
|
|
0.001
|
%
|
Supervisory Board Members as a group (16 persons)
|
|
|
122,156,188
|
|
|
|
9.952
|
%
|
Executive Board Members and Supervisory Board Members as a
group
(22 persons)(4)
|
|
|
122,169,935
|
|
|
|
9.953
|
%
|
Options and convertible bonds that are vested and exercisable
within 60 days of March 3, 2011, held by Executive
Board Members and Supervisory Board Members,
collectively(5)
|
|
|
35,075
|
|
|
|
N/A
|
|
|
|
(1)
|
Represents 75,273,200 ordinary shares beneficially owned by
Dietmar Hopp, including 3,404,000 ordinary shares owned by DH
Besitzgesellschaft mbH & Co. KG (formerly known as
Golf Club St. Leon-Rot GmbH & Co. Betriebs-oHG) of
which DH Verwaltungs-GmbH is the general partner and 71,869,200
ordinary shares owned by Dietmar Hopp Stiftung, GmbH.
Mr. Hopp exercises voting and dispositive powers of the
ordinary shares held by such entities. The foregoing information
is based solely on a Schedule 13G filed by Dietmar Hopp and
Dietmar Hopp Stiftung, GmbH on February 15, 2011.
|
|
(2)
|
Includes Hasso Plattner Förderstiftung gGmbH and Hasso
Plattner GmbH & Co. Beteiligungs-KG in which Hasso
Plattner exercises sole voting and dispositive power.
|
|
(3)
|
Includes Klaus Tschira Stiftung gGmbH and Dr. h. c. Tschira
Beteiligungs GmbH & Co. KG in which Klaus Tschira
exercises sole voting and dispositive power.
|
|
(4)
|
We believe each of the other members of the Supervisory Board
and the Executive Board beneficially owns less than 1% of SAP
AGs ordinary shares as of March 3, 2011.
|
|
(5)
|
Includes 2,675 stock options and 32,400 convertible bonds. Each
of these stock options and convertible bonds entitles the
holder, if exercised or converted, to four SAP AG ordinary
shares.
|
118
Part I
Item 7,
8
We at present have no knowledge about any arrangements, the
operation of which may at a subsequent date result in a change
in control of the company.
RELATED-PARTY
TRANSACTIONS
In 2010, SAP entered into a loan agreement for a total amount of
6.0 million at an interest rate of 15.0% with its
associate Crossgate AG in order to support the partnership with
Crossgate AG. At December 31, SAP had lent Crossgate AG
3.5 million under this agreement, which was also the
largest amount outstanding during 2010 as well as the balance at
March 3, 2011.
For further information on related-party transactions see Note
(31) to our Consolidated Financial Statements.
ITEM 8.
FINANCIAL INFORMATION
CONSOLI
DATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
SCHEDULE
See Item 18. Financial Statements and pages F-1
through F-105.
OTHER
FINANCIAL INFORMATION
Legal
Proceedings
We are subject to a variety of legal proceedings and claims,
either asserted or unasserted, which arise in the ordinary
course of business. We have recorded a provision in the amount
of 997 million for the TomorrowNow litigation.
Although the outcome of such proceedings and claims cannot be
predicted with certainty, management does not believe that the
outcome of all other matters currently pending against us has
had or will have a material adverse effect on our business,
financial position, profit or cash flows. Any litigation,
however, involves potential risk and potentially significant
litigation costs, and therefore there can be no assurance that
any litigation which is now pending or which may arise in the
future will not have such a material adverse effect on our
business, financial position, profit or cash flows.
See a detailed discussion of our legal proceedings in Note
(24) to our Consolidated Financial Statements.
Dividend
Policy
For more information on dividend policy see the disclosure in
Item 3. Key Information
Dividends Dividend Distribution Policy.
Significant
Changes
In February 2011, SAP acquired security software, identity and
access management software, and assets including development and
consulting resources from SECUDE .
For more information about this acquisition, see the
Acquisitions section.
On February 28, 2011, we repaid a portion of the
outstanding balance of the acquisition term loan in the amount
of 500 million. The balance outstanding in the amount
of 1 billion as at December 31, 2010 is
contractually due in May 2012 (for more information see the
Notes to the Consolidated Financial Statements, Note (18b)). The
early repayment will reduce interest expense, a component of
finance income, net, by a single-digit millions of euro amount
in 2011.
On March 11th, 2011, a massive earthquake hit Japan and a
subsequent tsunami as well as aftershocks resulted in
substantial damage and loss of life in Japan. Nuclear power
plants were also affected, leading to a nuclear crisis in the
areas surrounding the affected power plants. The stock markets
have already reacted to the developments in Japan and most of
the major indices have declined. SAPs share price
experienced a similar decline since then. At the time this
statement is given there were no reliable predictions on the
further development of this situation and resulting impacts.
As a result we cannot judge the impact this natural disaster may
have on our business for Q1 2011 and beyond, but it may
negatively impact our financial position, cash flow and result
of operations as well as stock price.
119
Part I
Item 9
ITEM 9. THE
OFFER AND LISTING
General
Our ordinary shares are officially listed on the Frankfurt Stock
Exchange, the Berlin Stock Exchange and the Stuttgart Stock
Exchange. The principal trading market for the ordinary shares
is Xetra, the electronic dealing
platform of Deutsche Boerse AG. The ordinary shares are issued
only in bearer form.
ADRs representing SAP AG ordinary shares are listed on the New
York Stock Exchange (NYSE) under the symbol SAP, and
currently each ADR represents one ordinary share.
Trading
on the Frankfurt Stock Exchange and the NYSE
The table below sets forth, for the periods indicated, the high
and low closing sales prices for the ordinary shares on the
Xetra trading System of the Frankfurt Stock Exchange together
with the closing highs and lows of the DAX, and the high and low
closing sales prices for the ADRs on the NYSE (information is
provided by Reuters):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price per
|
|
|
|
|
|
|
|
|
|
Ordinary
Share (1)
|
|
|
DAX(2)
|
|
|
Price per ADR
|
|
|
|
High
|
|
|
Low
|
|
|
High
|
|
|
Low
|
|
|
High
|
|
|
Low
|
|
|
|
In
|
|
|
In points
|
|
|
In US$
|
|
|
Annual Highs and Lows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
46.86
|
|
|
|
34.56
|
|
|
|
6,611.81
|
|
|
|
5,292.14
|
|
|
|
57.00
|
|
|
|
43.57
|
|
2007
|
|
|
42.27
|
|
|
|
33.37
|
|
|
|
8,105.69
|
|
|
|
6,447.70
|
|
|
|
59.86
|
|
|
|
44.45
|
|
2008
|
|
|
39.93
|
|
|
|
23.45
|
|
|
|
7,949.11
|
|
|
|
4,127.41
|
|
|
|
58.98
|
|
|
|
29.70
|
|
2009
|
|
|
35.26
|
|
|
|
25.00
|
|
|
|
6,011.55
|
|
|
|
3,666.41
|
|
|
|
52.37
|
|
|
|
31.69
|
|
2010
|
|
|
38.40
|
|
|
|
31.12
|
|
|
|
7,077.99
|
|
|
|
5,434.34
|
|
|
|
54.08
|
|
|
|
41.59
|
|
Quarterly Highs and Lows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
29.64
|
|
|
|
25.00
|
|
|
|
5,026.31
|
|
|
|
3,666.41
|
|
|
|
38.61
|
|
|
|
31.69
|
|
Second Quarter
|
|
|
31.25
|
|
|
|
27.00
|
|
|
|
5,144.06
|
|
|
|
4,131.07
|
|
|
|
44.87
|
|
|
|
35.73
|
|
Third Quarter
|
|
|
35.26
|
|
|
|
27.32
|
|
|
|
5,736.31
|
|
|
|
4,572.65
|
|
|
|
51.70
|
|
|
|
37.87
|
|
Fourth Quarter
|
|
|
35.08
|
|
|
|
30.09
|
|
|
|
6,011.55
|
|
|
|
5,353.35
|
|
|
|
52.37
|
|
|
|
44.28
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
35.86
|
|
|
|
31.12
|
|
|
|
6,156.85
|
|
|
|
5,434.34
|
|
|
|
50.64
|
|
|
|
42.81
|
|
Second Quarter
|
|
|
37.68
|
|
|
|
33.97
|
|
|
|
6,332.10
|
|
|
|
5,670.04
|
|
|
|
49.93
|
|
|
|
41.59
|
|
Third Quarter
|
|
|
37.86
|
|
|
|
34.46
|
|
|
|
6,351.60
|
|
|
|
5,816.20
|
|
|
|
49.84
|
|
|
|
43.54
|
|
Fourth Quarter
|
|
|
38.40
|
|
|
|
35.84
|
|
|
|
7,077.99
|
|
|
|
6,134.21
|
|
|
|
54.08
|
|
|
|
46.93
|
|
Monthly Highs and Lows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July
|
|
|
37.86
|
|
|
|
35.04
|
|
|
|
6,209.76
|
|
|
|
5,816.20
|
|
|
|
48.61
|
|
|
|
45.03
|
|
August
|
|
|
35.61
|
|
|
|
34.46
|
|
|
|
6,351.60
|
|
|
|
5,899.50
|
|
|
|
47.11
|
|
|
|
43.54
|
|
September
|
|
|
37.09
|
|
|
|
35.19
|
|
|
|
6,298.30
|
|
|
|
6,083.85
|
|
|
|
49.84
|
|
|
|
44.72
|
|
October
|
|
|
38.30
|
|
|
|
36.18
|
|
|
|
6,639.21
|
|
|
|
6,134.21
|
|
|
|
54.08
|
|
|
|
49.63
|
|
November
|
|
|
37.39
|
|
|
|
35.84
|
|
|
|
6,879.66
|
|
|
|
6,604.86
|
|
|
|
52.98
|
|
|
|
46.93
|
|
December
|
|
|
38.40
|
|
|
|
36.24
|
|
|
|
7,077.99
|
|
|
|
6,866.63
|
|
|
|
50.76
|
|
|
|
47.59
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January
|
|
|
42.22
|
|
|
|
37.45
|
|
|
|
7,155.58
|
|
|
|
6,857.06
|
|
|
|
57.90
|
|
|
|
48.76
|
|
February
|
|
|
44.67
|
|
|
|
42.55
|
|
|
|
7,426.81
|
|
|
|
7,130.50
|
|
|
|
60.56
|
|
|
|
58.49
|
|
March (through March 3, 2011)
|
|
|
44.10
|
|
|
|
43.67
|
|
|
|
7,225.96
|
|
|
|
7,181.12
|
|
|
|
61.67
|
|
|
|
59.83
|
|
120
Part I
Item 9,
10
|
|
(1)
|
Share prices for 2006 are retrospectively adjusted for the
effect of the fourfold increase in the number of shares
resulting from the capital increase which became effective
December 15, 2006.
|
|
(2)
|
The DAX is a continuously updated, capital-weighted performance
index of 30 German blue chip companies. In principle, the shares
included in the DAX are selected on the basis of their stock
exchange turnover and the issuers free-float market
capitalization. Adjustments to the DAX are made for capital
changes, subscription rights and dividends.
|
On March 3, 2011, the closing sales price per ordinary
share on the Frankfurt Stock Exchange (Xetra Trading System) was
44.10 and the closing sales price per ADR on the NYSE was
US $61.67, as reported by Reuters.
ITEM 10.
ADDITIONAL INFORMATION
ARTICLES
OF INCORPORATION
Organization
and Register
SAP AG is a stock corporation organized in the Federal Republic
of Germany under the Stock Corporation Act
(Aktiengesetz). SAP AG is registered in the Commercial
Register (Handelsregister) at the Lower Court of
Mannheim, Germany, under the entry number HRB
350269. SAP AG publishes its official notices in the
Internet version of the Federal Gazette
(www.ebundesanzeiger.de).
Objects
and Purposes
SAPs Articles of Incorporation state that our objects
involve, directly or indirectly, the development, production and
marketing of products and the provision of services in the field
of information technology, including:
|
|
|
|
|
developing and marketing integrated product and service
solutions for
e-commerce;
|
|
|
|
developing software for information technology and the licensing
of its use to others;
|
|
|
|
organization and deployment consulting, as well as user
training, for
e-commerce
and other software solutions;
|
|
|
|
selling, leasing, renting and arranging the procurement and
provision of all
|
|
|
|
|
|
other forms of use of information technology systems and related
equipment; and
|
|
|
|
making capital investments in enterprises active in the field of
information technology to promote the opening and advancement of
international markets in the field of information technology.
|
SAP is authorized to act in all the business areas listed above
and to delegate such activities to affiliated enterprises within
the meaning of the German Stock Corporation Act; in particular
SAP is authorized to delegate its business in whole or in part
to such enterprises. SAP AG is authorized to establish branch
offices in Germany and other countries, as well as to form,
acquire or invest in other companies of the same or related kind
and to enter into collaboration and joint venture agreements.
SAP is further authorized to invest in enterprises of all kinds
principally for the purpose of placing financial resources. SAP
is authorized to dispose of investments, to consolidate the
management of enterprises in which it participates, to enter
into affiliation agreements with such enterprises, or to limit
its activities to manage its shareholdings.
CORPORATE
GOVERNANCE
Introduction
SAP AG, as a German stock corporation, is governed by three
separate bodies: the Supervisory Board, the Executive Board and
the Annual General Meeting of Shareholders. Their rules are
defined by German law, by the German Corporate Governance Code
and by SAPs Articles of Incorporation (Satzung) and
are summarized below. See Item 16G. Differences in
Corporate Governance Practices for
121
Part I
Item 10
additional information on our corporate governance practices.
The
Supervisory Board
The Supervisory Board appoints and removes the members of the
Executive Board and oversees and advises the management of the
corporation. At regular intervals it meets to discuss current
business as well as business development and planning. The SAP
Executive Board must consult with the Supervisory Board
concerning the corporate strategy, which is developed by the
Executive Board. The Supervisory Board maintains a list of
transactions for which the Executive Board requires the
Supervisory Boards consent. Accordingly, the Supervisory
Board must also approve the annual budget of SAP upon submission
by the Executive Board and certain subsequent deviations from
the approved budget. The Supervisory Board is also responsible
for representing SAP AG in transactions between SAP AG and
Executive Board members.
The Supervisory Board, based on a recommendation by its Audit
Committee, provides its proposal for the election of the
independent public accountant to the Annual General Meeting of
Shareholders. The Supervisory Board is also responsible for
monitoring the auditors independence, a task it has
delegated to its audit committee.
The German Co-determination Act of 1976
(Mitbestimmungsgesetz) requires supervisory boards of
corporations with more than 2,000 employees to consist of
an equal number of representatives of the shareholders and
representatives of the employees. The minimum total number of
supervisory board members, and thus the minimum number of
shareholder representatives and employee representatives, is
legally fixed and depends on the number of employees employed by
the corporation and its German subsidiaries. Our Supervisory
Board currently consists of sixteen members, of which eight
members have been elected by SAP AGs shareholders at the
Annual General Meeting of Shareholders and eight members which
have
been elected by the employees of the German SAP entities (i.e.
entities of the SAP Group having their registered office in
Germany).
Any Supervisory Board member elected by the shareholders at the
Annual General Meeting of Shareholders may be removed by
three-quarters of the votes cast at the Annual General Meeting
of Shareholders. Any Supervisory Board member elected by the
employees may be removed by three quarters of the votes cast by
the employees of the German SAP entities.
The Supervisory Board elects a chairperson and a deputy
chairperson among its members by a majority of vote of its
members. If such majority is not reached on the first vote, the
chairperson will be chosen solely by the members elected by the
shareholders and the deputy chairperson will be chosen solely by
the members elected by the employees. Unless otherwise provided
by law, the Supervisory Board acts by simple majority. In the
case of any deadlock the chairperson has the deciding vote.
The members of the Supervisory Board cannot be elected for a
longer term than approximately 5 years. The term expires at
the close of the Annual General Meeting of Shareholders giving
its formal approval of the acts of the Supervisory Board and the
Executive Board in the fourth fiscal year following the year in
which the Supervisory Board was elected unless the Annual
General Meeting of Shareholders specifies a shorter term of
office when electing individual members of the Supervisory Board
or the entire Supervisory Board. Re-election is possible. Our
Supervisory Board normally meets four times a year. The
remuneration of the members of the Supervisory Board is
determined by the Articles of Incorporation.
As stipulated in the German Corporate Governance Code (GCGC), an
adequate number of our Supervisory Board members are
independent. To be considered for appointment to the Supervisory
Board and for as long as they serve, members must comply with
certain criteria concerning independence, conflicts of interest
and multiple memberships of
122
Part I
Item 10
management, supervisory and other governing bodies. They must be
loyal to SAP in their conduct and must not accept any position
in companies that are in competition with SAP. Members are
subject to insider trading prohibitions and the respective
directors dealing rules of the German Securities Trading
Act. A member of the Supervisory Board may not vote on matters
relating to certain contractual agreements between such member
and SAP AG. Further, as the compensation of the Supervisory
Board members is laid down in the Articles of Incorporation,
Supervisory Board members are unable to vote on their own
compensation, with the exception that they are able to exercise
voting rights in a General Meeting of Shareholders in connection
with a resolution amending the Articles of Incorporation.
Pursuant to the German Stock Corporation Act publicly traded
stock corporations like SAP must have at least one independent
member of the supervisory board with expertise in the fields of
financial reporting or auditing. The Supervisory Board may
appoint committees from among its members and may, to the extent
permitted by law, entrust such committees with the authority to
make decisions on behalf of the Supervisory Board. Currently the
Supervisory Board maintains the following committees:
The focus of the Audit Committee
(Prüfungsausschuss) is the oversight of
SAPs external financial reporting as well as SAPs
risk management, internal controls (including internal controls
over the effectiveness of the financial reporting process),
internal audit and compliance matters. According to German Law
SAPs Audit Committee includes at least one independent
member with specialist expertise in the fields of financial
reporting or auditing. Among the tasks of the Audit Committee
are the discussion of SAPs quarterly and year end
financial reporting prepared under German and
U.S. regulations, including this report. The Audit
Committee proposes the appointment of the external auditor to
the Supervisory Board, determines focus audit areas, discusses
critical accounting policies and estimates with and
reviews the audit reports issued and audit issues identified by
the auditor. The audit committee also negotiates the audit fees
with the auditor and monitors the auditors independence.
Both SAPs Global Internal Audit Services (GIAS) and
SAPs Global Compliance Office (GCO) report upon request or
at the occurrence of certain findings, but in any case at least
once a year (GCO) or twice a year (GIAS), directly to the Audit
Committee.
The Audit Committee has established procedures regarding the
prior approval of all audit and non-audit services provided by
our independent auditor. See Item 16C. Principal
Accountant Fees and Services for details. Furthermore the
Audit Committee monitors the effectiveness of our internal risk
management and other monitoring processes that are or need to be
established.
The Supervisory Board has determined Erhard Schipporeit to be an
audit committee financial expert as defined by the regulations
of the SEC issued under Section 407 of the Sarbanes-Oxley
Act as well as an independent financial expert as defined by the
German Stock Corporation Act. See Item 16A. Audit
Committee Financial Expert for details. He is also the
chairperson of the Audit Committee.
The General Committee (Präsidialausschuss)
coordinates the Supervisory Board agenda, meetings and deals
with corporate governance issues.
The Compensation Committee (Personalausschuss) deals with
the employment contracts of Executive Board members. It prepares
proposals for the Executive Board remuneration system and the
Executive Board members actual compensation for approval
by the Supervisory Board. As of August 5, 2009 the German
Stock Corporation Act, as amended by the German Act on the
Appropriateness of Executive Board Remuneration (Gesetz zur
Angemessenheit der Vorstandsvergütung), prohibits the
Compensation Committee from deciding on the remuneration of the
Executive Board members on behalf of the Supervisory Board and
requires that such decision is made by the
123
Part I
Item 10
entire Supervisory Board. As of August 5, 2009, the German
Stock Corporation Act, as amended by the German Act on the
Appropriateness of Executive Board Remuneration, also provides
the General Meeting of Shareholders with the right to vote on
the system for the remuneration of Executive Board members, such
vote not being legally binding for the Supervisory Board. SAP AG
provided shareholders with this right at its Annual General
Meeting of Shareholders 2010. The General Meeting of
Shareholders approved the new system for the remuneration of
Executive Board members that was resolved by the Supervisory
Board on March 25, 2010.
The Finance and Investment Committee (Finanz- und
Investitionsausschuss) addresses general financing issues.
Furthermore, it regularly discusses acquisitions of intellectual
property and companies, venture capital investments and other
investments with the Executive Board and reports to the
Supervisory Board on such investments. It is also responsible
for the approval of such investments if the individual
investment amount exceeds certain specified limits.
Required by the German Co-determination Act of 1976
(Mitbestimmungsgesetz), the Mediation Committee
(Vermittlungsausschuss) convenes only if the two-thirds
majority required for appointing/revoking the appointment of
Executive Board members is not attained. This committee has
never held a meeting in SAP AGs history.
The Strategy and Technology Committee (Strategie- und
Technologieausschuss) monitors technology transactions and
provides the Supervisory Board with in-depth technical advice.
The Nomination Committee (Nominierungsausschuss) is
exclusively composed of shareholder representatives and is
responsible for identifying suitable candidates for membership
of the Supervisory Board for recommendation to the Annual
General Meeting of Shareholders.
The Special Committee (Sonderausschuss) is tasked
with coordinating and
managing the Supervisory Boards external legal advisors
concerned with the investigation and analysis of the facts in
connection with the legal action brought by Oracle Corporation.
The duties, procedures and committees of the Supervisory Board
are specified in their respective bylaws, if any, which reflect
the requirements of the German Stock Corporation Act and the
recommendations of the GCGC.
According to the provisions of the Sarbanes-Oxley Act, SAP does
not grant loans to the members of the Executive Board or the
Supervisory Board.
The
Executive Board
The Executive Board manages the Companys business, is
responsible for preparing its strategy and represents it in
dealings with third parties. The Executive Board reports
regularly to the Supervisory Board about SAP operations and
business strategies and prepares special reports upon request. A
person may not serve on the Executive Board and on the
Supervisory Board at the same time.
The Executive Board and the Supervisory Board must cooperate
closely for the benefit of the Company. Without being asked, the
Executive Board must provide to the Supervisory Board regular,
prompt and comprehensive information about all of the essential
issues affecting the SAP Groups business progress and its
potential business risks. Furthermore, the Executive Board must
maintain regular contact with the chairperson of the Supervisory
Board. The Executive Board must inform the chairperson of the
Supervisory Board promptly about exceptional events that are of
significance to SAPs business. The chairperson must inform
the Supervisory Board accordingly.
Pursuant to the Articles of Incorporation, the Executive Board
must consist of at least 2 members. Currently, SAP AGs
Executive Board is composed of 6 members. Any 2 members of the
Executive Board jointly or one member of the Executive Board and
the holder of a special power of attorney (Prokurist)
jointly may
124
Part I
Item 10
legally represent SAP AG. The Supervisory Board appoints each
member of the Executive Board for a maximum term of
5 years, with the possibility of re-appointment. Under
certain circumstances, a member of the Executive Board may be
removed by the Supervisory Board prior to the expiration of that
members term. A member of the Executive Board may not vote
on matters relating to certain contractual agreements between
such member and SAP AG, and may be liable to SAP AG if such
member has a material interest in any contractual agreement
between SAP and a third party which was not disclosed to and
approved by the Supervisory Board. Further, as the compensation
of the Executive Board members is set by the Supervisory Board,
Executive Board members are unable to vote on their own
compensation, with the exception that they are able to exercise
voting rights in a General Meeting of Shareholders resolving a
non-binding vote on the system for the remuneration of Executive
Board members.
Under German law SAP AGs Supervisory Board members and
Executive Board members have a duty of loyalty and care towards
SAP AG. They must exercise the standard of care of a prudent and
diligent businessman and bear the burden of proving they did so
if their actions are contested. Both bodies must consider the
interest of SAP AG shareholders and our employees and, to some
extent, the common good. Those who violate their duties may be
held jointly and severally liable for any resulting damages,
unless they acted pursuant to a lawful resolution of the Annual
General Meeting of Shareholders.
SAP has implemented a Code of Business Conduct for employees
(see Item 16B. Code of Ethics for details). The
employee code is equally applicable to managers and members of
the Executive Board.
Under German law the Executive Board of SAP AG has to assess all
major risks for the SAP Group. In addition, all measures taken
by management to reduce and handle the risks have to be
documented. Therefore, SAPs
management has adopted suitable measures such as implementing an
enterprise-wide monitoring system to ensure that adverse
developments endangering the corporate standing are recognized
at a reasonably early point in time.
The Global Compliance Office (GCO), an extension of SAPs
Global Legal Department, was created by the SAP Executive Board
in 2006 to oversee and coordinate legal and regulatory policy
compliance at SAP. Effective March 1, 2007, the Company
appointed a Chief Global Compliance Officer who reports to the
General Counsel, and also has direct communication channels and
reporting obligations to the Executive Board and the Audit
Committee of the Supervisory Board. The GCO manages a network of
more than 100 local subsidiary Compliance Officers who act as
the point of contact for local questions or issues under the SAP
Code of Business Conduct for employees. The GCO provides
training and communication to SAP employees to raise awareness
and understanding of legal and regulatory compliance policies.
Employee help lines are also supported in each region where
questions can be raised or questionable conduct can be reported
without fear of retaliation.
Pursuant to Sec. 289a of the German Commercial Code
(Handelsgesetzbuch) the Executive Board of publicly listed
companies like SAP AG are required to issue a corporate
governance declaration (Erklärung zur
Unternehmensführung) every year in connection with the
annual financial statements. Companies are free to include the
corporate governance declaration in their annual report to
shareholders or publish the declaration on their website. SAP
has chosen to publish the declaration on its website under
(http://www.
sap.com/about/governance/statement/index.epx). As stipulated
by law the declaration comprises the declaration of compliance
with the recommendations of the GCGC pursuant to Sec. 161 of the
German Stock Corporation Act, relevant disclosures of the
companys corporate governance practices such as ethical,
work and welfare standards, and a description of the Executive
Board and Supervisory Boards rules of procedure as well
125
Part I
Item 10
as information on the composition and rules of procedure of
their
sub-committees.
The
Annual General Meeting of Shareholders
Shareholders of the Company exercise their voting rights at
shareholders meetings. The Executive Board calls the
Annual General Meeting of Shareholders, which must take place
within the first eight months of each fiscal year. The
Supervisory Board or the Executive Board may call an
extraordinary meeting of the shareholders if the interests of
the stock corporation so require. Additionally, shareholders of
SAP AG holding in the aggregate a minimum of 5% of SAP AGs
issued share capital may call an extraordinary meeting of the
shareholders. Shareholders as of the record date are entitled to
attend and participate in shareholders meetings if they
have provided timely notice of their intention to attend the
meeting.
At the Annual General Meeting of Shareholders, the shareholders
are asked, among other things, to formally approve the actions
taken by the Executive Board and the Supervisory Board in the
preceding fiscal year, to approve the appropriation of the
corporations distributable profits and to appoint an
independent auditor. Shareholder representatives of the
Supervisory Board are generally elected at the Annual General
Meeting of Shareholders for a term of approximately five years.
Shareholders may also be asked to grant authorization to
repurchase treasury shares, to resolve on measures to raise or
reduce the capital of the Company or to ratify amendments of our
Articles of Incorporation. The Annual General Meeting of
Shareholders can make management decisions only if requested to
do so by the Executive Board.
CHANGE IN
CONTROL
There are no provisions in the Articles of Incorporation of SAP
AG that would have an effect of delaying, deferring or
preventing a change in control of SAP AG and that would only
operate with respect to a merger,
acquisition or corporate restructuring involving it or any of
its subsidiaries.
According to the German Securities Acquisition and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz) a bidder
seeking control of a company with its corporate seat in Germany
and traded on a European Union stock exchange must publish
advance notice of a tender offer, submit a draft offer statement
to the Federal Financial Supervisory Authority (Bundesanstalt
für Finanzdienstleistungsaufsicht) for review, and
obtain certification from a qualified financial institution that
adequate financing is in place to complete the offer. Once a
bidder has acquired shares representing 30% of the voting power
of the target company, it must make an offer for all remaining
shares. The Securities Acquisition and Takeover Act requires the
executive board of the target company to refrain from taking any
measures that may frustrate the success of the takeover offer.
However, the target executive board is permitted to take any
action that a prudent and diligent management of a company that
is not the target of a takeover bid would also take. Moreover,
the target executive board may search for other bidders and,
with the prior approval of the supervisory board, may take other
defensive measures, provided that both boards act within the
parameters of their general authority under the German Stock
Corporation Act. An executive board may also adopt specific
defensive measures if such measures have been approved by the
supervisory board and were specifically authorized by the
shareholders no later than 18 months in advance of a
takeover bid by resolution of 75% of the votes cast.
Effective as of July 14, 2006 the German Implementation Act
for the European Takeover Directive amended the German
Securities Acquisition and Takeover Act. Under the European
Takeover Directive member states may choose whether EU
restrictions on frustrating action apply to companies that are
registered in their territory. Germany decided to opt out and to
retain its current restrictions on a board taking frustrating
action (as described above). As required by the Directive if a
country
126
Part I
Item 10
decides to opt out the German Securities Acquisition and
Takeover Act grants companies the option of voluntarily applying
the European standard by a change of the Articles of
Incorporation (opt-in). SAP AG has not made use of this option.
CHANGE IN
SHARE CAPITAL
Under German law, the capital stock may be increased in
consideration of contributions in cash or in kind, or by
establishing authorized capital or contingent capital or by an
increase of the companys capital reserves. Authorized
capital provides the Executive Board with the flexibility to
issue new shares for a period of up to five years. The Executive
Board must obtain the approval of the Supervisory Board before
issuing new shares with regard to the authorized capital.
Contingent capital allows the issuance of new shares for
specified purposes, including stock option plans for Executive
Board members or employees and the issuance of shares upon
conversion of convertible bonds and exercise of stock options.
By law, the Executive Board may only issue new shares with
regard to the contingent capital for the specified purposes.
Capital increases require an approval by 75% of the votes cast
at the General Meeting of Shareholders in which the increase is
proposed, and requires an amendment to the Articles of
Incorporation.
The share capital may be reduced by an amendment to the Articles
of Incorporation approved by 75% of the votes cast at the
General Meeting of Shareholders. In addition, the Executive
Board of SAP AG is allowed to authorize a reduction of the
companys capital stock by canceling a defined number of
repurchased treasury shares if this repurchasing and the
subsequent reduction have already been approved by the General
Meeting of Shareholders.
The Articles of Incorporation do not contain conditions
regarding changes in the share capital that are more stringent
than those provided by German law.
RIGHTS
ACCOMPANYING OUR SHARES
There are no limitations imposed by German law or the Articles
of Incorporation of SAP AG on the rights to own securities,
including the rights of non-residents or foreign holders to hold
the ADRs or ordinary shares, to exercise voting rights or to
receive dividends or other payments on such shares.
According to the German stock corporation law, the rights of
shareholders cannot be amended without shareholders
consent. The Articles of Incorporation do not provide more
stringent conditions regarding changes of the rights of
shareholders than those provided by German law.
Voting
Rights
Each ordinary SAP AG share represents one vote. Cumulative
voting is not permitted under German law. A corporations
articles of incorporation may stipulate a majority necessary to
pass a shareholders resolution differing from the majority
provided by law, unless the law does not mandatorily require a
certain majority. Section 21 (1) of SAP AGs
Articles of Incorporation provides that resolutions may be
passed at the General Meeting of Shareholders by the majority as
provided by law. This means that resolutions may be passed by a
majority of 50% plus one vote of votes cast (simple majority),
unless the law provides or requires a higher majority. German
law requires that the following matters, among others, be
approved by at least 75% of the votes cast at the General
Meeting of Shareholders in which the matter is proposed:
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changing the corporate purpose of the company set out in the
articles of incorporation;
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capital increases and capital decreases;
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excluding preemptive rights of shareholders to subscribe for new
shares or for treasury shares;
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dissolution;
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a merger into, or a consolidation with, another company;
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a transfer of all or virtually all of the assets; and
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a change of corporate form.
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Section 21 (3) of SAP AGs Articles of
Incorporation provides that, if no candidate receives a simple
majority of votes during the first ballot in an election, a
second, deciding ballot shall be conducted between the
candidates who received the largest number of votes. If the
second ballot is tied, the election shall be determined by
drawing lots.
Dividend
Rights
See Item 3. Key Information
Dividends.
Preemptive
Rights
Shareholders have preemptive rights to subscribe
(Bezugsrecht) for any issue of additional shares in
proportion to their shareholdings in the issued capital. The
preemptive rights may be excluded under certain circumstances by
a shareholders resolution (approved by 75% of the votes
cast at the General Meeting of Shareholders) or by the Executive
Board authorized by such shareholders resolutions and
subject to the consent of the Supervisory Board.
Liquidation
If SAP AG were to be liquidated, any liquidation proceeds
remaining after all of our liabilities were paid would be
distributed to our shareholders in proportion to their
shareholdings.
Disclosure
of Shareholdings
SAP AGs Articles of Incorporation do not require
shareholders to disclose their share holdings. The German
Securities Trading Act (Wertpapierhandelsgesetz),
however, requires holders of voting securities of SAP AG to
notify SAP AG and the Federal Financial Supervisory Authority of
the number or shares they hold if that number reaches, exceeds
or falls below specified thresholds. These thresholds are 3%,
5%, 10%, 15%, 20%, 25%, 30%, 50% and 75% of the
corporations outstanding voting rights. In respect of
certificates representing shares, the notification requirement
shall apply exclusively to the holder of the certificates. In
addition, the German Securities Trading Act also obliges anyone
who holds, directly or indirectly, financial instruments that
result in an entitlement to acquire, on ones initiative
alone and under a legally binding agreement, shares in SAP AG,
to notify SAP AG and the Federal Financial Supervisory Authority
if the thresholds mentioned above have been reached, exceeded or
fallen below, with the exception of the 3% threshold. In
connection with this notification obligation positions in voting
rights and other financial instruments have to be aggregated.
Exchange
Controls and Other Limitations Affecting Security
Holders
The euro is a fully convertible currency. At the present time,
Germany does not restrict the export or import of capital,
except for investments in certain areas in accordance with
applicable resolutions adopted by the United Nations and the
European Union. However, for statistical purposes only, every
individual or corporation residing in Germany
(Resident) must report to the German Central Bank
(Deutsche Bundesbank), subject only to certain immaterial
exceptions, any payment received from or made to an individual
or a corporation residing outside of Germany
(Non-Resident) if such payment exceeds 12,500
(or the equivalent in a foreign currency). In addition, German
Residents must report any claims against or any liabilities
payable to Non-Residents if such claims or liabilities, in the
aggregate, exceed 5 million (or the equivalent in a
foreign currency) at the end of any calendar month. Residents
are also required to report annually to the German Central Bank
any shares or voting rights of 10% or more which
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they hold directly or indirectly in non-resident corporations
with total assets of more than 3 million.
Corporations residing in Germany with assets in excess of
3 million must report annually to the German Central
Bank any shares or voting rights of 10% or more held directly or
indirectly by a Non-Resident.
TAXATION
General
The following discussion is a summary of certain material German
tax and U.S. federal income tax consequences of the
acquisition, ownership and disposition of our ADRs or ordinary
shares to a U.S. Holder. In general, a U.S. Holder (as
hereinafter defined) is any beneficial owner of our ADRs or
ordinary shares that (i) is a citizen or resident of the
U.S. or a corporation organized under the laws of the
U.S. or any political subdivision thereof, an estate whose
income is subject to U.S. federal income tax regardless of
its source or a trust, if a U.S. court can exercise primary
supervision over its administration and one or more
U.S. persons are authorized to control all substantial
decisions of the trust; (ii) is not a resident of Germany
for purposes of the income tax treaty between the U.S. and
Germany (Convention between the Federal Republic of Germany and
the United States of America for the Avoidance of Double
Taxation and the Prevention of Fiscal Evasion with respect to
Taxes on Income and Capital and to certain other Taxes, as
amended by the Protocol of June 1, 2006 and as published in
the German Federal Law Gazette 2008 vol. II pp. 611/851; the
Treaty); (iii) owns the ADRs or ordinary shares
as capital assets; (iv) does not hold the ADRs or ordinary
shares as part of the business property of a permanent
establishment or a fixed base in Germany; and (v) is fully
entitled to the benefits under the Treaty with respect to income
and gain derived in connection with the ADRs or ordinary shares.
THE FOLLOWING IS NOT A COMPREHENSIVE DISCUSSION OF ALL GERMAN
TAX AND U.S. FEDERAL INCOME
TAX CONSEQUENCES THAT MAY BE RELEVANT FOR U.S. HOLDERS OF
OUR ADRS OR ORDINARY SHARES. THEREFORE, U.S. HOLDERS ARE
STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE
OVERALL GERMAN TAX AND U.S. FEDERAL INCOME TAX CONSEQUENCES
OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR ADRS OR
ORDINARY SHARES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES,
INCLUDING THE EFFECT OF ANY STATE, LOCAL OR OTHER FOREIGN OR
DOMESTIC LAWS.
German
Taxation
The summary set out below is based on German tax laws,
interpretations thereof and applicable tax treaties to which
Germany is a party and that are in force at the date of this
report; it is subject to any changes in such authority occurring
after that date, potentially with retroactive effect, that could
result in German tax consequences different from those discussed
below. This discussion is also based, in part, on
representations of the Depositary and assumes that each
obligation of the Deposit Agreement and any related agreements
will be performed in accordance with its terms. For additional
information on the Depository and the fees associated with
SAPS ADR program see Item 12. Description of
Securities Other Than Equity Securities American
Depository Shares.
For purposes of applying German tax law and the applicable tax
treaties to which Germany is a party, a holder of ADRs will
generally be treated as owning the ordinary shares represented
thereby.
German
Taxation of Dividends
Under German income tax law, the full amount of dividends
distributed by a company are generally subject to German
withholding tax at a domestic rate of 25% plus a solidarity
surtax of 5.5% (effectively 1.375% of dividends before
withholding tax), resulting in an
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aggregate withholding tax rate from dividends of 26.375%.
Corporate non-resident shareholders will generally be entitled
to a refund in the amount of two fifths of the withholding tax
(including solidarity surtax). This does not preclude a further
reduction of withholding tax, if any, available under a relevant
tax treaty.
Generally, for many non-resident shareholders the withholding
tax rate is currently reduced under applicable income tax
treaties. Rates and refund procedures may vary according to the
applicable treaty. To reduce the withholding tax to the
applicable treaty tax rate a non-resident shareholder must apply
for a refund of withholding taxes paid. Claims for refund, if
any, are made on a special German claim for refund form, which
must be filed with the German Federal Tax Office
(Bundeszentralamt für Steuern, D-53221 Bonn, Germany;
http://www.bzst.de).
The relevant forms can be obtained from the German Federal Tax
Office or from German embassies and consulates. For details,
such non-resident shareholders are urged to consult their own
tax advisors. Special rules apply for the refund to
U.S. Holders (we refer to the below section Refund
Procedures for U.S. Holders).
Refund
Procedures for U.S. Holders
Under the Treaty, a partial refund of the 25% withholding tax
equal to 10% of the gross amount of the dividend and a full
refund of the solidarity surtax can be obtained by a
U.S. Holder. Thus, for each US$100 of gross dividends paid
by SAP AG to a U.S. Holder, the dividends (which are
dependent on the euro/dollar exchange rate at the time of
payment) will be initially subject to a German withholding tax
of US$26.375, of which US$11.375 may be refunded under the
Treaty. As a result, a U.S. Holder effectively would
receive a total dividend of US$85 (provided the euro/dollar
exchange rate at the time of payment of the dividend is the same
as at the time of refund, otherwise the effective dividend may
be higher or lower).
To claim the refund of amounts withheld in excess of the Treaty
rate, a U.S. Holder must submit (either directly or, as
described below, through the Data Medium Procedure participant)
a claim for refund to the German tax authorities, with, in the
case of a direct claim, the original bank voucher (or certified
copy thereof) issued by the paying entity documenting the tax
withheld, within four years from the end of the calendar year in
which the dividend is received. Claims for refund are made on a
special German claim for refund form, which must be filed with
the German Federal Tax Office (Bundeszentralamt für
Steuern, D-53221 Bonn, Germany). The German claim for refund
form may be obtained from the German tax authorities at the same
address where applications are filed, from the Embassy of the
Federal Republic of Germany, 4645 Reservoir Road, N.W.,
Washington, D.C.
20007-1998,
or can be downloaded from the homepage of the German Federal Tax
Office
(http://www.bzst.de).
U.S. Holders must also submit to the German tax authorities
a certification of their U.S. residency status (IRS
Form 6166). This certification can be obtained from the
Internal Revenue Service by filing a request for certification
(generally on an IRS Form 8802, which will not be processed
unless a user fee is paid) with the Internal Revenue Service,
P.O. Box 71052, Philadelphia, PA
19176-6052.
U.S. Holders should consult their own tax advisors
regarding how to obtain an IRS Form 6166.
An IT-supported quick-refund procedure is available for
dividends received (the Data Medium Procedure
DMP). If the U.S. Holders bank or broker elects
to participate in the DMP, it will perform administrative
functions necessary to claim the Treaty refund for the
beneficiaries. The refund beneficiaries must confirm to the DMP
participant that they meet the conditions of the Treaty
provisions and that they authorize the DMP participant to file
applications and receive notices and payments on their behalf.
Further each refund beneficiary must confirm that (i) it is
the beneficial owner of the dividends received; (ii) it is
resident in
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the U.S. in the meaning of the Treaty; (iii) it does
not have its domicile, residence or place of management in
Germany; (iv) the dividends received do not form part of a
permanent establishment or fixed base in Germany; and
(v) it commits, due to its participation in the DMP, not to
claim separately for refund.
The beneficiaries also must provide an IRS Form 6166
certification with the DMP participant. The DMP participant is
required to keep these documents in its files and prepare and
file a combined claim for refund with the German tax authorities
by electronic media. The combined claim provides evidence of a
U.S. Holders personal data including its
U.S. Tax Identification Number.
The German tax authorities reserve the right to audit the
entitlement to tax refunds for several years following their
payment pursuant to the Treaty in individual cases. The DMP
participant must assist with the audit by providing the
necessary details or by forwarding the queries to the respective
refund beneficiaries.
The German tax authorities will issue refunds denominated in
euros. In the case of shares held through banks or brokers
participating in the Depository, the refunds will be issued to
the Depository, which will convert the refunds to dollars. The
resulting amounts will be paid to banks or brokers for the
account of the U.S. Holders.
German
Taxation of Capital Gains
Under German income tax law, a capital gain derived from the
sale or other disposition of ADRs or ordinary shares by a
non-resident shareholder is subject to income tax in Germany
only if such shareholder has held, directly or indirectly, ADRs
or ordinary shares representing 1% or more of the registered
share capital of a company at any time during the five-year
period immediately preceding the sale or other disposition.
Generally, a capital gain derived from the sale or other
disposition of ADRs or ordinary shares by a corporate
non-resident shareholder
is, in principle, exempt from corporation tax. However, a
portion of 5% of a capital gain derived is treated as
non-deductible business expenses. Therefore, effectively a
portion of 95% of a capital gain derived from the sale or other
disposition of ADRs or ordinary shares by a corporate
non-resident shareholder is exempt and a portion of 5% of a
capital gain derived is subject to corporation tax.
However, a U.S. Holder of ADRs or ordinary shares that
qualifies for benefits under the Treaty is not subject to German
income or corporation tax on the capital gain derived from the
sale or other disposition of ADRs or ordinary shares.
German
Gift and Inheritance Tax
Generally, a transfer of ADRs or ordinary shares by a
shareholder at death or by way of gift will be subject to German
gift or inheritance tax, respectively, if (i) the decedent
or donor, or the heir, donee or other transferee is resident in
Germany at the time of the transfer, or with respect to German
citizens who are not resident in Germany, if the decedent or
donor, or the heir, donee or other transferee has not been
continuously outside of Germany for a period of more than five
years; (ii) the ADRs or ordinary shares are part of the
business property of a permanent establishment or a fixed base
in Germany; or (iii) the ADRs or ordinary shares subject to
such transfer form part of a portfolio that represents 10% or
more of the registered share capital of a company and has been
held, directly or indirectly, by the decedent or donor,
respectively, actually or constructively together with related
parties.
However, the right of the German government to impose gift or
inheritance tax on a non-resident shareholder may be limited by
an applicable estate tax treaty. In the case of a
U.S. Holder, a transfer of ADRs or ordinary shares by a
U.S. Holder at death or by way of gift generally will not
be subject to German gift or inheritance tax by reason of the
estate tax treaty between the U.S. and Germany (Convention
between the Federal Republic of
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Item 10
Germany and the United States of America for the Avoidance of
Double Taxation with respect to Estate, Gift and Inheritance
Taxes, German Federal Law Gazette 1982 vol. II page 847, as
amended by the Protocol of December 14, 1998 and as
published on December 21, 2000, German Federal Law Gazette
2001 vol. II, page 65; the Estate Tax Treaty)
so long as the decedent or donor, or the heir, donee or other
transferee was not domiciled in Germany for purposes of the
Estate Tax Treaty at the time the gift was made, or at the time
of the decedents death, and the ADRs or ordinary shares
were not held in connection with a permanent establishment or a
fixed base in Germany. In general, the Estate Tax Treaty
provides a credit against the U.S. federal gift or estate
tax liability for the amount of gift or inheritance tax paid in
Germany, subject to certain limitations, in a case where the
ADRs or ordinary shares are subject to German gift or
inheritance tax and U.S. federal gift or estate tax.
Other
German Taxes
There are currently no German net worth, transfer, stamp or
other similar taxes that would apply to a U.S. Holder on
the acquisition, ownership, sale or other disposition of our
ADRs or ordinary shares.
U.S.
Taxation
The following discussion applies to U.S. Holders only if
the ADRs and ordinary shares are held as capital assets for tax
purposes. It does not address tax considerations applicable to
U.S. Holders that may be subject to special tax rules, such
as dealers or traders in securities, financial institutions,
insurance companies, tax-exempt entities, regulated investment
companies, U.S. Holders that hold ordinary shares or ADRs
as a part of a straddle, conversion transaction or other
arrangement involving more than one position, U.S. Holders
that own (or are deemed for U.S. tax purposes to own) 10%
or more of the total combined voting power of all classes of
voting stock of
SAP AG, U.S. Holders that have a principal place of
business or tax home outside the United States or
U.S. Holders whose functional currency is not
the dollar and U.S. Holders that hold ADRs or ordinary
shares through partnerships or other pass-through entities.
The summary set out below is based upon the U.S. Internal
Revenue Code of 1986, as amended (the Code), the
Treaty and regulations, rulings and judicial decisions
thereunder at the date of this report. Any such authority may be
repealed, revoked or modified, potentially with retroactive
effect, so as to result in U.S. federal income tax
consequences different from those discussed below. No assurance
can be given that the conclusions set out below would be
sustained by a court if challenged by the IRS. The discussion
below is based, in part, on representations of the Depositary,
and assumes that each obligation in the Deposit Agreement and
any related agreements will be performed in accordance with its
terms.
For U.S. federal income tax purposes, a U.S. Holder of
ADRs will be considered to own the ordinary shares represented
thereby. Accordingly, unless the context otherwise requires, all
references in this section to ordinary shares are deemed to
refer likewise to ADRs representing an ownership interest in
ordinary shares.
U.S.
Taxation of Dividends
Subject to the discussion below under Passive Foreign
Investment Company Considerations, distributions made by
SAP AG with respect to ordinary shares (other than distributions
in liquidation and certain distributions in redemption of
stock), including the amount of German tax deemed to have been
withheld in respect of such distributions, will generally be
taxed to U.S. Holders as ordinary dividend income.
As discussed above, a U.S. Holder may obtain a refund of
German withholding tax under the Treaty to the extent that the
German withholding tax exceeds 15% of the dividend distributed.
Thus, for each US$100 of gross
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Item 10
dividends paid by SAP AG to a U.S. Holder, the dividends
(which are dependent on the euro/dollar exchange rate at the
time of payment) will be initially subject to German withholding
tax of US$25 plus US$1.375 solidarity surtax, and the
U.S. Holder will receive US$73.625. A U.S. Holder who
obtains the Treaty refund will receive from the German tax
authorities an additional amount in euro that would be equal to
US$11.375. For U.S. tax purposes, such U.S. Holder
will be considered to have received a total distribution of
US$100, which will be deemed to have been subject to German
withholding tax of US$15 (15% of US$100) resulting in the net
receipt of US$85 (provided the euro/dollar exchange rate at the
time of payment of the dividend is the same as at the time of
refund, otherwise the effective dividend may be higher or lower).
In the case of a distribution in euro, the amount of the
distribution generally will equal the dollar value of the euro
distributed (determined by reference to the spot currency
exchange rate on the date of receipt of the distribution, or
receipt by the Depositary in the case of a distribution on
ADRs), regardless of whether the holder in fact converts the
euro into dollars, and the U.S. Holder will not realize any
separate foreign currency gain or loss (except to the extent
that such gain or loss arises on the actual disposition of
foreign currency received). However, a U.S. Holder may be
required to recognize foreign currency gain or loss on the
receipt of a refund in respect of German withholding tax to the
extent the U.S. dollar value of the refund differs from the
U.S. dollar equivalent of that amount on the date of
receipt of the underlying dividend.
Dividends paid by SAP AG generally will constitute
portfolio income for purposes of the limitations on
the use of passive activity losses (and, therefore, generally
may not be offset by passive activity losses) and as
investment income for purposes of the limitation on
the deduction of investment interest expense. Dividends paid by
SAP AG will not be eligible for the dividends received deduction
generally allowed to U.S. corporations under
Section 243
of the Code. Dividends paid by SAP AG to an individual after
December 31, 2002 and received prior to January 1,
2013 are treated as qualified dividends subject to
capital gains rates, i.e. at a maximum rate of 15%, if SAP AG
was not in the prior year and, is not in the year in which the
dividend is paid, a passive foreign investment company
(PFIC). Based on our audited financial statements
and relevant market and shareholder data, we believe that we
were not treated as a PFIC for U.S. federal income taxes
with respect to our 2010 tax year. In addition, based on our
audited financial statements and our current expectations
regarding the value and nature of our assets, the sources and
nature of our income, and relevant market and shareholder data,
we do not anticipate becoming a PFIC for the 2011 tax year.
U.S.
Taxation of Capital Gains
In general, assuming that SAP AG at no time is a PFIC, upon a
sale or exchange of ordinary shares to a person other than SAP
AG, a U.S. Holder will recognize gain or loss in an amount
equal to the difference between the amount realized on the sale
or exchange and the U.S. Holders adjusted tax basis
in the ordinary shares. Such gain or loss will be a capital gain
or loss and will be considered a long-term capital gain (taxable
at a reduced rate for individuals) if the ordinary shares were
held for more than one year. The deductibility of capital losses
is subject to significant limitations. Upon a sale of ordinary
shares to SAP AG, a U.S. Holder may recognize a capital
gain or loss or, alternatively, may be considered to have
received a distribution with respect to the ordinary shares, in
each case depending upon the application to such sale of the
rules of Section 302 of the Code.
Deposit and withdrawal of ordinary shares in exchange for ADRs
by a U.S. Holder will not result in its realization of gain
or loss for U.S. federal income tax purposes.
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U.S.
Foreign Tax Credit
In general, in computing its U.S. federal income tax
liability, a U.S. Holder may elect for each taxable year to
claim a deduction or, subject to the limitations on foreign tax
credits generally, a credit for foreign income taxes paid or
accrued by it. For U.S. foreign tax credit purposes,
subject to the applicable limitations under the foreign tax
credit rules, German tax withheld from dividends paid to a
U.S. Holder, up to the 15% provided under the Treaty, will
be eligible for credit against the U.S. Holders
federal income tax liability or, if the U.S. Holder has
elected to deduct such taxes, may be deducted in computing
taxable income.
For U.S. foreign tax credit purposes, dividends paid by SAP
AG generally will be treated as foreign-source income and as
passive category income (or in the case of certain
holders, as general category income). Gains or
losses realized by a U.S. Holder on the sale or exchange of
ordinary shares generally will be treated as
U.S.-source
gain or loss.
Passive
Foreign Investment Company Considerations
Special and adverse U.S. tax rules apply to a
U.S. Holder that holds an interest in a passive foreign
investment company (PFIC). Based on current projections
concerning the composition of SAP AGs income and assets,
SAP AG does not believe that it will be treated as a PFIC for
its current or future taxable years. However, because this
conclusion is based on our current projections and expectations
as to its future business activity, SAP AG can provide no
assurance that it will not be treated as a PFIC in respect of
its current or any future taxable years.
MATERIAL
CONTRACTS
Pursuant to the Merger Agreement dated May 12, 2010 by and
among Sybase, Inc., SAP America, Inc., a wholly owned subsidiary
of SAP AG, and Sheffield Acquisition Corp., a wholly owned
subsidiary of SAP America, Inc.,
Sheffield Acquisition Corp. commenced a cash tender offer for
all of the outstanding shares of Sybase common stock at US$65.00
per share, representing an enterprise value of approximately
US$5.9 billion. The transaction closed on July 26, 2010
after receipt of the majority of the outstanding shares of
Sybases common stock and clearance by the relevant
antitrust authorities. Subsequently, SAP acquired the remaining
common shares and the combination was completed on July 29,
2010. The transaction was funded from SAPs cash on hand
and a euro 2.64 billion acquisition term loan facility.
Refer to the Notes to the Consolidated Financial
Statements section, Note (4) Business Combinations, for
additional information on the Merger Agreement and the Sybase
acquisition.
This description is a summary of the Merger Agreement and is
qualified in its entirety by the Merger Agreement which is
incorporated by reference as Exhibit 4.7 to this report.
DOCUMENTS
ON DISPLAY
We are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended. In accordance with
these requirements, we file reports and furnish other
information as a foreign private issuer with the SEC. These
materials, including this report and the exhibits thereto, may
be inspected and copied at the SECs Public Reference Room
at 100 F Street, N.E., Room 1580,
Washington, D.C. 20549. The SEC also maintains a Web site
at www.sec.gov that contains reports and other
information regarding registrants that file electronically with
the SEC. This report as well as some of the other information
submitted by us to the SEC may be accessed through this Web
site. In addition, information about us is available at our Web
site: www.sap.com.
ITEM 11. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to various financial risks, such as market risks,
including changes in
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12
foreign currency exchange rates, interest rates and equity
prices, as well as credit risk and liquidity risk. We manage
these risks on a Group-wide basis. Selected derivatives are
exclusively used for this purpose and not for speculation, which
is defined as entering into derivative instruments without a
corresponding underlying transaction. Financial risk management
is done centrally. See Notes (25), (26) and (27) to
our Consolidated Financial Statements for our quantitative and
qualitative disclosures about market risk.
ITEM 12. DESCRIPTION
OF SECURITIES OTHER THAN EQUITY SECURITIES
American
Depositary Shares
Fees and
Charges Payable by ADR Holders
Deutsche Bank Trust Company Americas is the Depositary for
SAP AGs ADR program. ADR holders may be required to pay
the following charges:
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taxes and other governmental charges;
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registration fees as may be in effect from time to time for the
registration of transfers of SAP ordinary shares on any
applicable register to the Depositary or its nominee or the
custodian or its nominee in connection with deposits or
withdrawals under the Deposit Agreement;
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applicable air courier, cable, telex and facsimile expenses of
the Depositary;
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expenses incurred by the Depositary in the conversion of foreign
currency;
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$5.00 or less per 100 ADSs (or portion thereof) to the
Depositary for the execution and delivery of ADRs (including in
connection with the depositing of SAP ordinary shares or the
exercising of rights) and the surrender of ADRs as well as for
the distribution of other securities;
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a maximum aggregate service fee of U.S. $2.00 per 100 ADSs
(or portion thereof) per calendar year to the Depositary for the
services performed by the Depositary in administering the ADR
program, including for processing any cash dividends and other
cash distributions; and
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$5.00 or less per 100 ADSs (or portion thereof) to the
Depositary for distribution of securities other than SAP
ordinary shares or rights.
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These charges are described more fully in Section 5.9 of
the Amended and Restated Deposit Agreement dated
November 25, 2009, incorporated by reference as
Exhibit 4.1.2 to this report.
Applicable service fees are either deducted from any cash
dividends or other cash distributions or charged separately to
holders in a manner determined by the Depositary, depending on
whether ADSs are registered in the name of investors (whether
certificated or in book-entry form) or held in brokerage and
custodian accounts (via DTC). In the case of distributions of
securities other than SAP ordinary shares or rights, the
Depositary charges the applicable ADS record date holder
concurrent with the distribution. In the case of ADSs registered
in the name of the investor, whether certificated or in book
entry form, the Depositary sends invoices to the applicable
record date ADS holders. For ADSs held in brokerage and
custodian accounts via DTC, the Depositary may, if permitted by
the settlement systems provided by DTC, collect the fees through
those settlement systems from the brokers and custodians holding
ADSs in their DTC accounts. The brokers and custodians who hold
their clients ADSs in DTC accounts in such case may in
turn charge their clients accounts the amount of the
service fees paid to the Depositary.
In the event of a refusal to pay applicable fees, the Depositary
may refuse the requested services until payment is received or
may set off the amount of the service from any distribution to
be made to the ADR holder, all in accordance with the Deposit
Agreement.
135
Part I, II
Item 12,
13, 14, 15
If any taxes or other governmental charges are payable by the
holders
and/or
beneficial owners of ADSs to the Depositary, the Depositary, the
custodian or SAP may withhold or deduct from any distributions
made in respect of the deposited SAP ordinary share and may sell
for the account of the holder
and/or
beneficial owner any or all of the deposited ordinary shares and
apply such distributions and sale proceeds in payment of such
taxes (including applicable interest and penalties) or charges,
with the holder and the beneficial owner thereof remaining fully
liable for any deficiency.
Fees and
Other Payments Payable by the Depositary to SAP
The Depositary has agreed to make certain payments to SAP as
reimbursement for expenses incurred by SAP in connection with
its ADR program and in support of SAPs ongoing investor
relations activities related to the ADR program. For the year
ended December 31, 2010, the Depositary has made direct and
indirect payments to SAP of US $2,658,758 for investor relations
activities related to the ADR program, including the production
of annual reports and
Form 20-F
filings, 2010 NYSE listing fees, road shows, production of
investor targeting, peer analysis, shareholder identification
reports and perception studies, postage for mailing annual and
interim reports and other communications to ADR holders and
participation in retail investor activities, broker conferences,
SAP sponsored analyst events and capital markets days.
PART II
ITEM 13. DEFAULTS,
DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL
MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
None.
ITEM 15. CONTROLS
AND PROCEDURES
EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls and procedures are controls and other
procedures of SAP that are designed to ensure that information
required to be disclosed by SAP in the reports that it files or
submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the
Commissions rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by
SAP in the reports that it files or submits under the Exchange
Act is accumulated and communicated to SAP management, including
SAPs principal executive and financial officers (i.e.
SAPs co-chief executive officers (Co-CEOs) and chief
financial officer (CFO)), or persons performing similar
functions, as appropriate to allow timely decisions regarding
required disclosure. SAPs management evaluated, with the
participation of SAPs Co-CEOs and CFO the effectiveness of
SAPs disclosure controls and procedures as of
December 31, 2010. The evaluation was led by SAPs
Global Governance Risk & Compliance function,
including dedicated SOX Champions in all of
SAPs major entities and business units with the
participation of process owners, SAPs key corporate senior
management, senior management of each business group, and as
indicated above under the supervision of SAPs Co-CEOs and
CFO. Based on the foregoing, SAPs management, including
SAPs Co-CEOs and CFO, concluded that as of
December 31, 2010, SAPs disclosure controls and
procedures were effective.
136
Part II
Item 15,
16, 16A, 16B
MANAGEMENTS
ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING
The management of SAP is responsible for establishing and
maintaining adequate internal control over financial reporting
as such term is defined in
Rules 13a-15(f)
and
15d-15(f)
under the Securities Exchange Act of 1934. SAPs internal
control over financial reporting is a process designed under the
supervision of SAPs Co-CEOs and CFO to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external reporting
purposes in accordance with International Financial Reporting
Standards as issued by the International Accounting Standards
Board.
SAPs management assessed the effectiveness of the
Companys internal control over financial reporting as of
December 31, 2010. In making this assessment, it used the
criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in Internal
Control Integrated Framework.
Based on the assessment under these criteria, SAP management has
concluded that, as of December 31, 2010, the Companys
internal control over financial reporting was effective.
KPMG, our independent registered public accounting firm has
issued its attestation report on the effectiveness of SAPs
internal control over financial reporting, which is included in
Item 18. Financial Statements, Report of
Independent Registered Public Accounting Firm.
CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There has been no change in our internal control over financial
reporting during the period covered by this report that has
materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
ITEM 16. [RESERVED]
ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT
Our Supervisory Board has determined that Erhard Schipporeit is
an audit committee financial expert, as defined by
the regulations of the Commission issued pursuant to
Section 407 of the Sarbanes-Oxley Act of 2002 and meeting
the requirements of Item 16A. He is
independent, as such term is defined in
Rule 10A-3
under the Exchange Act.
ITEM 16B. CODE
OF ETHICS
In 2003, SAP adopted a Code of Business Conduct that applies to
all employees (including all personnel in the accounting and
controlling departments) and the members of SAPs Executive
Board (including our CEO and CFO). Our Code of Business Conduct
constitutes a code of ethics as defined in
Item 16.B of
Form 20-F.
Our Code of Business Conduct sets standards for all dealings
with customers, partners, competitors and suppliers and
includes, among others, regulations with regard to
confidentiality, loyalty, preventing conflicts of interest,
preventing bribery, and avoiding anti-competitive practices.
International differences in culture, language, and legal and
social systems make the adoption of uniform Codes of Business
Conduct across an entire global company challenging. As a
result, SAP has set forth a master code containing minimum
standards. In turn, each company within the SAP Group has been
required to adopt a similar code that meets at least these
minimum standards, but may also include additional or more
stringent rules of conduct. Newly acquired companies also are
required to meet the minimum standards set forth in the Code of
Business Conduct.
We have made our Code of Business Conduct publicly available by
posting the full text on our Web site under
www.sap.com/corpgovernance (section Policies and
Statutes).
137
Part II
Item 16C
ITEM 16C. PRINCIPAL
ACCOUNTANT FEES AND SERVICES
AUDIT
FEES, AUDIT-RELATED FEES, TAX FEES AND ALL OTHER FEES
Refer to Note (32) to our Consolidated Financial Statements
for information on fees paid to our independent registered
public accounting firm, KPMG, for audit services and other
professional services.
AUDIT
COMMITTEES PRE-APPROVAL POLICIES AND PROCEDURES
As required under German law, our shareholders appoint our
independent auditors to audit our financial statements, based on
a proposal that is legally required to be submitted by the
Supervisory Board. The Supervisory Boards proposal is
based on a proposal by the Audit Committee. See also the
description in Item 10. Additional
Information Corporate Governance.
In 2002 our Audit Committee adopted a policy with regard to the
pre-approval of audit and non-audit services to be provided by
our independent auditors. This policy, which is designed to
assure that such engagements do not impair the independence of
our auditors, was amended and expanded in 2003, 2007 and 2009
(changes in 2009 only related to information requirements). The
policy requires prior approval of the Audit Committee for all
services to be provided by our independent auditors for any
entity of the SAP Group. With regard to non-audit services the
policy distinguishes among three categories of services:
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1.
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Prohibited services: This category includes services
that our independent auditors must not be engaged to perform.
These are services that are not permitted by applicable
law or that would be inconsistent with maintaining the
auditors independence.
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2.
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Services requiring universal approval: Services of
this category may be provided by our independent auditors up to
a certain aggregate
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amount in fees per year that is determined by the Audit
Committee.
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3.
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Services requiring individual approval: Services of
this category may only be provided by our independent auditors
if they have been individually (specifically) pre-approved by
the Audit Committee or an Audit Committee member who is
authorized by the Audit Committee to make such approvals.
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Our Chief Accounting Officer reviews all individual requests to
engage our independent auditors as a service provider in
accordance with this policy and determines the category to which
the requested service belongs. All requests for engagements with
expected fees over a specified limit are additionally reviewed
by our CFO. Based on the determination of the category the
request is (i) declined if it is a prohibited
service, (ii) approved if it is a service
requiring universal approval and the maximum aggregate
amount fixed by the Audit Committee has not been reached or
(iii) forwarded to the Audit Committee for individual
approval if the service requires individual approval
or is a service requiring universal approval and the
maximum aggregate amount fixed by the Audit Committee has been
exceeded.
Our Audit Committees pre-approval policies also include
information requirements to ensure the Audit Committee is kept
aware of the volume of engagements involving our independent
auditors that were not individually pre-approved by the Audit
Committee itself.
Applicable regulations permit the pre-approval requirement to be
waived with respect to engagements for non-audit services
aggregating no more than five percent of the total amount of
revenues we paid to our principal accountants, if such
engagements were not recognized by us at the time of engagement
and were promptly brought to the attention of our Audit
Committee or a designated member thereof and approved prior to
the completion of the audit. Fees for non-audit services subject
to
138
Part II
Item 16C,
16D, 16E
such waiver amounted to less than 0.005 million in
2010 (0 in 2009).
Substantially all of the work performed to audit our
Consolidated Financial Statements was performed by our principal
accountants full-time, permanent employees.
ITEM 16D. EXEMPTIONS
FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Rule 10A-3
of the Exchange Act requires that all members of our audit
committee be independent, subject to certain exceptions. In
accordance with German law, the Audit Committee consists of both
employee and shareholder elected members.
Rule 10A-3
provides an exception for an employee of a foreign private
issuer such as SAP who is not an executive officer of that
issuer and who is elected to the supervisory board or audit
committee of that issuer pursuant to the issuers governing
law. In this case, the employee is exempt from the independence
requirements of
Rule 10A-3
and is permitted to sit on the audit committee.
We rely on this exemption. Our Audit Committee includes two
members who are
non-executive employees of SAP AG, Thomas Bamberger and Gerhard
Maier, who were named to our Supervisory Board pursuant to the
German Co-determination Act (see Item 6. Directors,
Senior Management and Employees. for details). We believe
that the reliance on this exemption does not materially
adversely affect the ability of our Audit Committee to act
independently and to satisfy the other requirements of
Rule 10A-3.
ITEM 16E. PURCHASES
OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS
We did not purchase any ADRs in 2010. The following table sets
out information concerning repurchases of our ordinary shares,
which we mainly use to serve our employee discount stock
purchase programs, Long-Term Incentive Plans, Stock Option Plans
and other such plans. The maximum number of shares that may yet
be purchased under these plans and programs as of
December 31, 2010 was 83,515,629.
139
Part II
Item 16E,
16F, 16G
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(c)Total
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Number of
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Shares
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(d)Maximum
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Purchased as
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Number
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Part of
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of Shares
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(b)Average
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Publicly
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that May
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(a)Total
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Price Paid
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Announced
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Yet Be Purchased
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Number of
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per Share
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Plans and
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Under these Plans
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Period
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Shares Purchased
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(in )
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Programs
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and Programs
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January 1/1/10 1/31/10
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0
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0
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85,376,024
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February 2/1/10 2/28/10
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2,080,000
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33.68
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2,080,000
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85,739,597
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March 3/1/10 3/31/10
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1,452,221
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34.43
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1,452,221
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84,342,011
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April 4/1/10 4/30/10
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0
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0
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84,377,528
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May 5/1/10 5/31/10
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0
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0
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84,414,338
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June 6/1/10 6/30/10
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0
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0
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84,452,898
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July 7/1/10 7/31/10
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0
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0
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84,522,861
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August 8/1/10 8/31/10
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2,852,250
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35.05
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2,852,250
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81,721,099
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September 9/1/10 9/30/10
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0
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0
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83,229,826
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October 10/1/10 10/31/10
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0
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0
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83,263,076
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November 11/1/10 11/30/10
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0
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0
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83,446,772
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December 12/1/10 12/31/10
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0
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0
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83,515,629
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Total
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6,384,471
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34.46
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6,384,471
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Purchases between January 1, 2010 and June 8, 2010
were made in accordance with the authorization to acquire and
use treasury shares granted at the Annual General Meeting of
Shareholders on May 19 2009, pursuant to which the Executive
Board was authorized to acquire, on or before October 31,
2010, up to 120 million shares of SAP.
Purchases between June 9, 2010 and December 31, 2010
were made in accordance with the authorization to acquire and
use treasury shares granted at the Annual General Meeting of
Shareholders on June 8, 2010, pursuant to which the
Executive Board was authorized to acquire, on or before
June 30, 2013, up to 120 million shares of SAP. The
authorization from June 8, 2010 replaced the authorization
from May 19, 2009.
Both authorizations were subject to the provision that the
shares to be purchased, together with any other shares already
acquired and held by SAP, do not account for more than 10% of
SAPs capital stock.
ITEM 16F. CHANGES
IN REGISTRANTS CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16G. DIFFERENCES
IN CORPORATE GOVERNANCE PRACTICES
The following summarizes the principal ways in which our
corporate governance practices differ from the New York Stock
Exchange (NYSE) corporate governance rules applicable to
U.S. domestic issuers (the NYSE Rules).
Introduction
SAP is incorporated under the laws of Germany, with securities
publicly traded on markets in Germany (Frankfurt Exchange) and
the United States (NYSE).
The NYSE Rules permit foreign private issuers to follow
applicable home country corporate governance practices in lieu
of the NYSE corporate governance standards, subject to certain
exceptions. Foreign private issuers electing to follow home
country corporate
140
Part II
Item 16G
governance rules are required to disclose the principal
differences in their corporate governance practices from those
required under the NYSE Rules. This Item 16G summarizes the
principal ways in which SAPs corporate governance
practices differ from the NYSE Rules applicable to domestic
issuers.
Legal
Framework
The primary source of law relating to the corporate governance
of a German stock corporation is the German Stock Corporation
Act (Aktiengesetz). Additionally, the Securities Trading
Act (Wertpapierhandelsgesetz), the German Securities
Purchase and Take Over Act (Wertpapiererwerbs- und
Übernahmegesetz), the Stock Exchange Admission
Regulations, the German Commercial Code
(Handelsgesetzbuch) and certain other German statutes
contain corporate governance rules applicable to SAP. In
addition to these mandatory rules, the German Corporate
Governance Code (GCGC) summarizes the mandatory
statutory corporate governance principles found in the German
Stock Corporation Act and other provisions of German law.
Further, the GCGC contains supplemental recommendations and
suggestions for standards on responsible corporate governance
intended to reflect generally accepted best practices.
The German Stock Corporation Act requires the executive and the
supervisory board of exchange-listed companies like SAP to
declare annually that the recommendations set forth in the GCGC
have been and are being complied with or which of the
recommendations have not been or are not being complied with and
why not. SAP has disclosed and reasoned deviations from a few of
the GCGC recommendations in its Declaration of Compliance on a
yearly basis since 2003. These declarations are available on the
SAP website
(www.sap.com/about/governance/statement/index.epx).
Significant
Differences
We believe the following to be the significant differences
between German corporate governance practices, as SAP has
implemented them, and those applicable to domestic companies
under the NYSE Rules.
German
Stock Corporations are Required to have a Two-Tier Board
System
SAP is governed by three separate bodies: (i) the
Supervisory Board, which counsels, supervises and controls the
Executive Board; (ii) the Executive Board, which is
responsible for the management of SAP; and (iii) the
General Meeting of Shareholders. The rules applicable to these
governing bodies are defined by German law and by SAPs
Articles of Incorporation. This corporate structure differs from
the unitary board of directors established by the relevant laws
of all U.S. states and the NYSE Rules. Under the German
Stock Corporation Act, the Supervisory Board and Executive Board
are separate and no individual may be a member of both boards.
See Item 10. Additional Information
Corporate Governance for additional information on the
corporate structure.
Director
Independence Rules
The NYSE Rules require that a majority of the members of the
board of directors of a listed issuer and each member of its
nominating, corporate governance, compensation and audit
committee be independent. The NYSE Rules stipulate
that no director qualifies as independent unless the
board of directors has made an affirmative determination that
the director has no material direct or indirect relationship
with the listed company. However, under the NYSE Rules a
director may still be deemed independent even if the director or
a member of a directors immediate family has received
during a 12 month period within the prior three years up to
$120,000 in direct compensation. In addition, a director may
also be deemed independent even if a member of the
141
Part II
Item 16G
directors immediate family works for the companys
auditor in a non-partner capacity and not on the companys
audit. By contrast, the GCGC requires that the Supervisory Board
ensure that proposed candidates are persons with the necessary
knowledge, competencies and applicable experience, and that the
Supervisory Board includes what it considers an adequate number
of independent members. A Supervisory Board member is considered
independent if he or she has no business or personal relations
with SAP or its Executive Board that could give rise to a
conflict of interest. The members of the Supervisory Board must
have enough time to perform their board duties and must carry
out their duties carefully and in good faith. For as long as
they serve, they must comply with the criteria that are
enumerated in relation to the selection of candidates for the
Supervisory Board concerning independence, conflict of interest
and multiple memberships of management, supervisory and other
governing bodies. They must be loyal to SAP in their conduct and
they must not accept appointment in companies that are in
competition with SAP. Supervisory Board members must disclose
any planned non-ordinary course business transactions with SAP
to the Supervisory Board promptly. The Supervisory Board members
cannot carry out such transactions before the Supervisory Board
has given its permission. The Supervisory Board may grant its
permission for any such transaction only if the transaction is
based on terms and conditions that are standard for the type of
transaction in question and if the transaction is not contrary
to SAPs interest. SAP complies with these GCGC director
independence requirements.
German corporate law requires that for listed stock corporations
at least one member of the Supervisory Board who has expert
knowledge in the areas of financial accounting and audit of
financial statements must be independent. Mr. Erhard
Schipporeit who is the Chairman of SAPs Audit Committee
meets these requirements. However, German corporate law and the
GCGC do not require the Supervisory Board to make an affirmative
determination for each individual member that is independent or
that a majority of Supervisory Board members or the members of a
specific committee are independent.
The NYSE independence requirements are closely linked with risks
specific to unitary boards of directors that are customary for
U.S. companies. In contrast, the two-tier board structure
requires a strict separation of the executive board and
supervisory board. In addition, the supervisory board of large
German stock corporations is subject to the principle of
employee codetermination as outlined in the German
Co-Determination Act of 1976 (Mitbestimmungsgesetz). As a
result, the Supervisory Board of SAP AG consists of 16 members,
of which eight have been elected by SAP AGs shareholders
at the Annual General Meeting and eight members have been
elected by employees of SAP AG and its German subsidiaries.
Typically, the chairperson of the supervisory board is a
shareholder representative. In case of a tie vote, the
supervisory board chairperson may cast the decisive tie-breaking
vote. This board structure creates a different system of checks
and balances, including employee participation, and cannot be
directly compared with a unitary board system.
Audit
Committee Independence
As a foreign private issuer, the NYSE Rules require SAP to
establish an Audit Committee that satisfies the requirements of
Rule 10A-3
of the Exchange Act with respect to audit committee
independence. SAP is in compliance with these requirements. The
Chairman of SAPs Audit Committee and Mr. Joachim
Milberg meet the independence requirements of
Rule 10A-3
of the Exchange Act. The other two Audit Committee members,
Messrs. Thomas Bamberger and Gerhard Maier, are employee
representatives who are eligible for the exemption provided by
Rule 10
A-3 (b) (1)
(iv) (C) (see Item 16D Exemptions from the listing
standards for audit committees for details).
142
Part II
Item 16G
The Audit Committee independence requirements are similar to the
Board independence requirements under German corporate law and
GCGC. See the section above under Director Independence
Rules. Nonetheless, SAP meets the NYSE Rules on audit
committee independence applicable to foreign private issuers.
Rules on
Non-Management Board Meetings are Different
Section 303 A.03 of the NYSE Rules stipulates that the
non-management board of each listed issuer must meet at
regularly scheduled executive sessions without the management.
Under German corporate law and the GCGC the Supervisory Board is
entitled but not required to exclude Executive Board members
from its meetings. The Supervisory Board exercises this right
temporarily during its meetings, for example when it discusses
or decides Executive Board member affairs like the appointment
of new Executive Board members.
Rules on
Establishing Committees Differ
Pursuant to Section 303 A.04 and 303 A.05 of the NYSE Rules
listed companies are required to set up a Nominating/Corporate
Governance Committee and a Compensation Committee, each composed
entirely of independent directors and having a written charter
specifying the committees purpose and responsibilities. In
addition, each committees performance must be reviewed
annually. With one exception, German corporate law does not
mandate the creation of specific supervisory board committees.
Required by the German Co-Determination Act of 1976
(Mitbestimmungsgesetz), the Mediation Committee
(Vermittlungsausschuss) convenes only if the
2/3
majority required for appointing/revoking the appointment of
Executive Board Members is not attained. This committee has
never been convened in SAPs history. In addition, the GCGC
recommends that the Supervisory Board establish an Audit
Committee and a Nomination Committee. In addition to the legally
required Mediation Committee, SAP has the following committees,
which are in compliance with the GCGC: General Committee,
Compensation Committee, Audit Committee, Strategy and Technology
Committee, Finance and Investment Committee, Nomination
Committee, and Special Committee (See Item 10.
Additional Information Corporate Governance
for more information).
Rules on
Shareholders Compulsory Approval are Different
Section 312 of the NYSE Rules requires U.S. companies
to seek shareholder approval of all equity-compensation plans,
including certain material revisions thereto (subject to certain
exemptions as described in the rules), issuances of common
stock, including convertible stock, if the common stock has, or
will have upon issuance, voting power of or in excess of 20% of
the then outstanding common stock, and issuances of common stock
if they trigger a change of control.
According to the German Stock Corporation Act and other
applicable German laws, shareholder approval is required for a
broad range of matters, such as amendments to the articles of
association, certain significant corporate transactions
(including inter-company agreements and material
restructurings), the offering of stock options and similar
equity compensation to its Executive Board members or its
employees by a way of a conditional capital increase or by using
treasury shares (including significant aspects of such an equity
compensation plan as well as the exercise thresholds), the
issuance of new shares, the authorization to purchase the
corporations own shares, and other essential issues, such
as transfers of all, or substantially all, of the assets of the
stock corporation, including shareholdings in subsidiaries.
Specific
Principles of Corporate Governance
Under the NYSE Rules Section 303A.09 listed companies
must adopt and disclose corporate guidelines. Since October
2007, SAP
143
Part II
Item 16G
has applied, with few exceptions, the recommended corporate
governance standards of the GCGC rather than company-specific
principles of corporate governance. The GCGC recommendations
differ from the NYSE Standards primarily as outlined in this
Item 16G.
Specific
Code of Business Conduct
NYSE Rules Section 303 A.10 requires listed companies
to adopt and disclose a code of business conduct and ethics for
directors, officers and employees, and to disclose promptly any
waivers of the code for directors or executive officers.
Although not required under German law, SAP has adopted a Code
of Business Conduct, which is equally applicable to employees,
managers and members of the Executive Board. SAP complies with
the requirement to disclose the Code of Business Conduct and any
waivers of the code with respect to directors and executive
officers. See Item 16B. Code of Ethics for
details.
144
Part III
Item 17,
18, 19
PART III
ITEM 17.
FINANCIAL STATEMENTS
Not applicable.
ITEM 18.
FINANCIAL STATEMENTS
The Consolidate Financial Statements are included herein on
pages F-1 through F-105.
The following are filed as part of this report:
|
|
|
|
|
Report of Independent Registered Public Accounting Firm.
|
|
|
|
Consolidated Financial Statements
|
|
|
|
|
|
Consolidated Income Statements for the years ended 2010, 2009
and 2008.
|
|
|
|
|
|
Consolidated Statements of Comprehensive Income for the years
ended December 31, 2010, 2009 and 2008.
|
|
|
|
Consolidated Statements of Financial Position as of
December 31, 2010 and 2009.
|
|
|
|
Consolidated Statements of Changes in Equity for the years ended
December 31, 2010, 2009 and 2008.
|
|
|
|
Consolidated Statements of Cash Flows for the years ended
December 31, 2010, 2009 and 2008.
|
|
|
|
Notes to the Consolidated Financial Statements.
|
ITEM 19. EXHIBITS
The following documents are filed as exhibits to this report:
|
|
|
|
|
|
1
|
|
|
Articles of Incorporation (Satzung) of SAP AG, as amended
to date (English translation).
|
|
2
|
.1
|
|
Form of global share certificate for ordinary shares (English
translation).(1)
|
|
|
|
|
Certain instruments which define rights of holders of long-term
debt of SAP AG and its subsidiaries are not being filed because
the total amount of securities authorized under each such
instrument does not exceed 10% of the total consolidated assets
of SAP AG and its subsidiaries. SAP AG and its subsidiaries
hereby agree to furnish a copy of each such instrument to the
Securities and Exchange Commission upon request.
|
|
4
|
.1.2
|
|
Amended and Restated Deposit Agreement dated as of
November 25, 2009 among SAP AG, Deutsche Bank
Trust Company Americas as Depositary, and all owners and
holders from time to time of American Depositary Receipts issued
thereunder, including the form of American Depositary
Receipts.(2)
|
|
4
|
.7
|
|
Merger Agreement dated May 12, 2010 by and among SAP
America, Inc., Sheffield Acquisition Corp. and Sybase,
Inc.(3)
|
|
8
|
|
|
For a list of our subsidiaries, associates and equity
investments, see Note (34) to our Consolidated Financial
Statements in Item 18. Financial Statements.
|
|
12
|
.1
|
|
Certification of Bill McDermott, Co-Chief Executive Officer,
required by
Rule 13a-14(a)
or
Rule 15d-14(a).
|
|
12
|
.2
|
|
Certification of Jim Hagemann Snabe, Co-Chief Executive Officer,
required by
Rule 13a-14(a)
or
Rule 15d-14(a).
|
|
12
|
.3
|
|
Certification of Werner Brandt, Chief Financial Officer,
required by
Rule 13a-14(a)
or
Rule 15d-14(a).
|
145
Part III
Item 19
|
|
|
|
|
|
13
|
.1
|
|
Certification of Bill McDermott, Co-Chief Executive Officer,
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
13
|
.2
|
|
Certification of Jim Hagemann Snabe, Co-Chief Executive Officer,
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
13
|
.3
|
|
Certification of Werner Brandt, Chief Financial Officer,
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
15
|
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
(1) |
|
Incorporated by reference to Exhibit 2.1 of SAP AGs Annual
Report on
Form 20-F
filed on March 22, 2006. |
|
(2) |
|
Incorporated by reference to Exhibit 99(A) of Post Effective
Amendment #1 to SAP AGs Registration Statement on
Form F-6
filed on November 25, 2009. |
|
(3) |
|
Incorporated by reference to Exhibit 2.1 to Sybase,
Inc.s Current Report on
Form 8-K
filed on May 13, 2010. |
146
SIGNATURES
The Registrant hereby certifies that it meets all of the
requirements for filing on
Form 20-F
and that it has duly caused and authorized the undersigned to
sign this report on its behalf.
SAP AG
(Registrant)
Name: Bill McDermott
Title: Co-Chief Executive Officer
Dated: March 18, 2011
|
|
|
|
By: /s/
|
JIM
HAGEMANN SNABE
|
Name: Jim Hagemann Snabe
Title: Co-Chief Executive Officer
Dated: March 18, 2011
Name: Dr. Werner Brandt
Title: Chief Financial Officer
Dated March 18, 2011
147
SAP AG
AND SUBSIDIARIES
INDEX TO
THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
Page
|
|
|
|
|
F-2
|
|
Consolidated Financial Statements:
|
|
|
|
|
|
|
|
F-3
|
|
|
|
|
F-4
|
|
|
|
|
F-5
|
|
|
|
|
F-6
|
|
|
|
|
F-7
|
|
|
|
|
F-8 to F-106
|
|
F-1
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Supervisory Board of SAP AG:
We have audited the accompanying consolidated statements of
financial position of SAP AG and subsidiaries (SAP
or the Company) as of December 31, 2010 and
2009, and the related consolidated statements of income,
comprehensive income, changes in equity, and cash flows for each
of the years in the three-year period ended December 31,
2010. We also have audited SAPs internal control over
financial reporting as of December 31, 2010, based on
criteria established in Internal Control Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). SAPs management is
responsible for these consolidated financial statements, for
maintaining effective internal control over financial reporting,
and for its assessment of the effectiveness of internal control
over financial reporting, included in the accompanying
Managements Annual Report on Internal Control Over
Financial Reporting. Our responsibility is to express an opinion
on these consolidated financial statements and an opinion on the
Companys internal control over financial reporting based
on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are
free of material misstatement and whether effective internal
control over financial reporting was maintained in all material
respects. Our audits of the consolidated financial statements
included examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. Our audit of internal control over financial
reporting included obtaining an understanding of internal
control over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the
assessed risk. Our audits also included performing such other
procedures as we considered necessary in the circumstances. We
believe that our audits provide a reasonable basis for our
opinions.
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of SAP AG and subsidiaries as of December 31, 2010
and 2009, and the consolidated results of their operations and
their cash flows for each of the years in the three-year period
ended December 31, 2010, in conformity with International
Financial Reporting Standards as issued by the International
Accounting Standards Board (IASB). Also in our opinion, SAP AG
maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2010, based on
criteria established in Internal Control Integrated
Framework issued by the COSO.
Wirtschaftsprüfungsgesellschaft
Mannheim, Germany
March 3, 2011
F-2
SAP AG
AND SUBSIDIARIES
CONSOLIDATED
FINANCIAL STATEMENTS
CONSOLIDATED
INCOME STATEMENTS OF SAP GROUP
for the years ended December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
2010(1)
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
US$
|
|
|
|
|
|
|
|
|
|
|
|
|
millions, unless otherwise stated
|
|
|
Software revenue
|
|
|
|
|
|
|
4,332
|
|
|
|
3,265
|
|
|
|
2,607
|
|
|
|
3,606
|
|
Support revenue
|
|
|
|
|
|
|
8,138
|
|
|
|
6,133
|
|
|
|
5,285
|
|
|
|
4,602
|
|
Subscription and other software-related service revenue
|
|
|
|
|
|
|
525
|
|
|
|
396
|
|
|
|
306
|
|
|
|
258
|
|
Software and software-related service revenue
|
|
|
|
|
|
|
12,996
|
|
|
|
9,794
|
|
|
|
8,198
|
|
|
|
8,466
|
|
Consulting revenue
|
|
|
|
|
|
|
2,915
|
|
|
|
2,197
|
|
|
|
2,074
|
|
|
|
2,498
|
|
Other service revenue
|
|
|
|
|
|
|
628
|
|
|
|
473
|
|
|
|
400
|
|
|
|
611
|
|
Professional services and other service revenue
|
|
|
|
|
|
|
3,543
|
|
|
|
2,670
|
|
|
|
2,474
|
|
|
|
3,109
|
|
Total revenue
|
|
|
(5
|
)
|
|
|
16,538
|
|
|
|
12,464
|
|
|
|
10,672
|
|
|
|
11,575
|
|
Cost of software and software-related services
|
|
|
|
|
|
|
(2,419
|
)
|
|
|
(1,823
|
)
|
|
|
(1,658
|
)
|
|
|
(1,672
|
)
|
Cost of professional services and other services
|
|
|
|
|
|
|
(2,748
|
)
|
|
|
(2,071
|
)
|
|
|
(1,851
|
)
|
|
|
(2,285
|
)
|
Research and development
|
|
|
|
|
|
|
(2,294
|
)
|
|
|
(1,729
|
)
|
|
|
(1,591
|
)
|
|
|
(1,627
|
)
|
Sales and marketing
|
|
|
|
|
|
|
(3,510
|
)
|
|
|
(2,645
|
)
|
|
|
(2,199
|
)
|
|
|
(2,546
|
)
|
General and administration
|
|
|
|
|
|
|
(844
|
)
|
|
|
(636
|
)
|
|
|
(564
|
)
|
|
|
(624
|
)
|
Restructuring
|
|
|
(6
|
)
|
|
|
4
|
|
|
|
3
|
|
|
|
(198
|
)
|
|
|
(60
|
)
|
TomorrowNow litigation
|
|
|
(24
|
)
|
|
|
(1,302
|
)
|
|
|
(981
|
)
|
|
|
(56
|
)
|
|
|
(71
|
)
|
Other operating income, net
|
|
|
(7
|
)
|
|
|
12
|
|
|
|
9
|
|
|
|
33
|
|
|
|
11
|
|
Total operating expenses
|
|
|
(8
|
)
|
|
|
(13,100
|
)
|
|
|
(9,873
|
)
|
|
|
(8,084
|
)
|
|
|
(8,874
|
)
|
Operating profit
|
|
|
|
|
|
|
3,438
|
|
|
|
2,591
|
|
|
|
2,588
|
|
|
|
2,701
|
|
Other non-operating expense, net
|
|
|
(9
|
)
|
|
|
(247
|
)
|
|
|
(186
|
)
|
|
|
(73
|
)
|
|
|
(27
|
)
|
Finance income
|
|
|
|
|
|
|
97
|
|
|
|
73
|
|
|
|
37
|
|
|
|
98
|
|
Finance costs TomorrowNow litigation
|
|
|
(24
|
)
|
|
|
(16
|
)
|
|
|
(12
|
)
|
|
|
0
|
|
|
|
0
|
|
Other finance costs
|
|
|
|
|
|
|
(170
|
)
|
|
|
(128
|
)
|
|
|
(117
|
)
|
|
|
(148
|
)
|
Finance costs
|
|
|
|
|
|
|
(186
|
)
|
|
|
(140
|
)
|
|
|
(117
|
)
|
|
|
(148
|
)
|
Finance income, net
|
|
|
(10
|
)
|
|
|
(89
|
)
|
|
|
(67
|
)
|
|
|
(80
|
)
|
|
|
(50
|
)
|
Profit before tax
|
|
|
|
|
|
|
3,102
|
|
|
|
2,338
|
|
|
|
2,435
|
|
|
|
2,624
|
|
Income tax expense TomorrowNow litigation
|
|
|
|
|
|
|
500
|
|
|
|
377
|
|
|
|
20
|
|
|
|
26
|
|
Other income tax expense
|
|
|
|
|
|
|
(1,197
|
)
|
|
|
(902
|
)
|
|
|
(705
|
)
|
|
|
(802
|
)
|
Income tax expense
|
|
|
(11
|
)
|
|
|
(697
|
)
|
|
|
(525
|
)
|
|
|
(685
|
)
|
|
|
(776
|
)
|
Profit after tax
|
|
|
|
|
|
|
2,406
|
|
|
|
1,813
|
|
|
|
1,750
|
|
|
|
1,848
|
|
Profit attributable to noncontrolling interests
|
|
|
|
|
|
|
3
|
|
|
|
2
|
|
|
|
2
|
|
|
|
1
|
|
Profit attributable to owners of parent
|
|
|
|
|
|
|
2,403
|
|
|
|
1,811
|
|
|
|
1,748
|
|
|
|
1,847
|
|
Basic earnings per share, in
|
|
|
(12
|
)
|
|
|
2.02
|
|
|
|
1.52
|
|
|
|
1.47
|
|
|
|
1.55
|
|
Diluted earnings per share, in
|
|
|
(12
|
)
|
|
|
2.02
|
|
|
|
1.52
|
|
|
|
1.47
|
|
|
|
1.55
|
|
|
|
|
(1) |
|
The 2010 figures have been
translated solely for the convenience of the reader at an
exchange rate of US$1.3269 to 1.00, the Noon Buying Rate
certified by the Federal Reserve Bank of New York on
December 30, 2010.
|
The accompanying Notes are an
integral part of these Consolidated Financial Statements.
F-3
SAP AG
AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF COMPREHENSIVE INCOME OF SAP GROUP
for the years ended
December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
|
millions
|
|
|
Profit after tax
|
|
|
|
|
|
|
1,813
|
|
|
|
1,750
|
|
|
|
1,848
|
|
Gains (losses) on exchange differences on translation, before tax
|
|
|
|
|
|
|
193
|
|
|
|
76
|
|
|
|
(63
|
)
|
Reclassification adjustments on exchange differences on
translation, before tax
|
|
|
|
|
|
|
0
|
|
|
|
(2
|
)
|
|
|
0
|
|
Exchange differences on translation
|
|
|
|
|
|
|
193
|
|
|
|
74
|
|
|
|
(63
|
)
|
Gains (losses) on remeasuring
available-for-sale
financial assets, before tax
|
|
|
(27
|
)
|
|
|
5
|
|
|
|
15
|
|
|
|
1
|
|
Reclassification adjustments on
available-for-sale
financial assets, before tax
|
|
|
(27
|
)
|
|
|
(2
|
)
|
|
|
0
|
|
|
|
(3
|
)
|
Available-for-sale
financial assets
|
|
|
(27
|
)
|
|
|
3
|
|
|
|
15
|
|
|
|
(2
|
)
|
Gains (losses) on cash flow hedges, before tax
|
|
|
(26
|
)
|
|
|
(88
|
)
|
|
|
(41
|
)
|
|
|
(15
|
)
|
Reclassification adjustments on cash flow hedges, before tax
|
|
|
(26
|
)
|
|
|
67
|
|
|
|
84
|
|
|
|
(55
|
)
|
Cash flow hedges
|
|
|
(26
|
)
|
|
|
(21
|
)
|
|
|
43
|
|
|
|
(70
|
)
|
Actuarial gains (losses) on defined benefit plans, before
tax
|
|
|
(19
|
)
|
|
|
(39
|
)
|
|
|
(6
|
)
|
|
|
(54
|
)
|
Other comprehensive income, before tax
|
|
|
|
|
|
|
136
|
|
|
|
126
|
|
|
|
(189
|
)
|
Income tax relating to components of other comprehensive income
|
|
|
(11
|
)
|
|
|
18
|
|
|
|
(12
|
)
|
|
|
39
|
|
Other comprehensive income, after tax
|
|
|
|
|
|
|
154
|
|
|
|
114
|
|
|
|
(150
|
)
|
Total comprehensive income
|
|
|
|
|
|
|
1,967
|
|
|
|
1,864
|
|
|
|
1,698
|
|
- Profit attributable to non-controlling interests
|
|
|
|
|
|
|
2
|
|
|
|
2
|
|
|
|
1
|
|
- Profit attributable to owners of parent
|
|
|
|
|
|
|
1,965
|
|
|
|
1,862
|
|
|
|
1,697
|
|
The accompanying Notes are an
integral part of these Consolidated Financial Statements.
F-4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
2010(1)
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
US$
|
|
|
|
|
|
|
|
|
|
millions
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
4,668
|
|
|
|
3,518
|
|
|
|
1,884
|
|
Other financial assets
|
|
|
(13
|
)
|
|
|
210
|
|
|
|
158
|
|
|
|
486
|
|
Trade and other receivables
|
|
|
(14
|
)
|
|
|
4,112
|
|
|
|
3,099
|
|
|
|
2,546
|
|
Other non-financial assets
|
|
|
(15
|
)
|
|
|
240
|
|
|
|
181
|
|
|
|
147
|
|
Tax assets
|
|
|
(11
|
)
|
|
|
248
|
|
|
|
187
|
|
|
|
192
|
|
Total current assets
|
|
|
|
|
|
|
9,478
|
|
|
|
7,143
|
|
|
|
5,255
|
|
Goodwill
|
|
|
(16
|
)
|
|
|
11,187
|
|
|
|
8,431
|
|
|
|
4,994
|
|
Intangible assets
|
|
|
(16
|
)
|
|
|
3,153
|
|
|
|
2,376
|
|
|
|
894
|
|
Property, plant, and equipment
|
|
|
(17
|
)
|
|
|
1,923
|
|
|
|
1,449
|
|
|
|
1,371
|
|
Other financial assets
|
|
|
(13
|
)
|
|
|
630
|
|
|
|
475
|
|
|
|
284
|
|
Trade and other receivables
|
|
|
(14
|
)
|
|
|
103
|
|
|
|
78
|
|
|
|
52
|
|
Other non-financial assets
|
|
|
(15
|
)
|
|
|
41
|
|
|
|
31
|
|
|
|
35
|
|
Tax assets
|
|
|
(11
|
)
|
|
|
162
|
|
|
|
122
|
|
|
|
91
|
|
Deferred tax assets
|
|
|
(11
|
)
|
|
|
977
|
|
|
|
736
|
|
|
|
398
|
|
Total non-current assets
|
|
|
|
|
|
|
18,176
|
|
|
|
13,698
|
|
|
|
8,119
|
|
Total assets
|
|
|
|
|
|
|
27,654
|
|
|
|
20,841
|
|
|
|
13,374
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables
|
|
|
(18
|
)
|
|
|
1,223
|
|
|
|
922
|
|
|
|
638
|
|
Tax liabilities
|
|
|
(11
|
)
|
|
|
218
|
|
|
|
164
|
|
|
|
125
|
|
Financial liabilities
|
|
|
(18
|
)
|
|
|
188
|
|
|
|
142
|
|
|
|
146
|
|
Other non-financial liabilities
|
|
|
(18
|
)
|
|
|
2,290
|
|
|
|
1,726
|
|
|
|
1,577
|
|
Provision TomorrowNow litigation
|
|
|
(24
|
)
|
|
|
1,323
|
|
|
|
997
|
|
|
|
93
|
|
Other provisions
|
|
|
|
|
|
|
381
|
|
|
|
287
|
|
|
|
239
|
|
Provisions
|
|
|
(19
|
)
|
|
|
1,704
|
|
|
|
1,284
|
|
|
|
332
|
|
Deferred income
|
|
|
(20
|
)
|
|
|
1,209
|
|
|
|
911
|
|
|
|
598
|
|
Total current liabilities
|
|
|
|
|
|
|
6,832
|
|
|
|
5,149
|
|
|
|
3,416
|
|
Trade and other payables
|
|
|
(18
|
)
|
|
|
40
|
|
|
|
30
|
|
|
|
35
|
|
Tax liabilities
|
|
|
(11
|
)
|
|
|
492
|
|
|
|
371
|
|
|
|
239
|
|
Financial liabilities
|
|
|
(18
|
)
|
|
|
5,903
|
|
|
|
4,449
|
|
|
|
729
|
|
Other non-financial liabilities
|
|
|
(18
|
)
|
|
|
113
|
|
|
|
85
|
|
|
|
12
|
|
Provisions
|
|
|
(19
|
)
|
|
|
387
|
|
|
|
292
|
|
|
|
198
|
|
Deferred tax liabilities
|
|
|
(11
|
)
|
|
|
767
|
|
|
|
578
|
|
|
|
190
|
|
Deferred income
|
|
|
(20
|
)
|
|
|
84
|
|
|
|
63
|
|
|
|
64
|
|
Total non-current liabilities
|
|
|
|
|
|
|
7,786
|
|
|
|
5,868
|
|
|
|
1,467
|
|
Total liabilities
|
|
|
|
|
|
|
14,618
|
|
|
|
11,017
|
|
|
|
4,883
|
|
Issued capital
|
|
|
|
|
|
|
1,628
|
|
|
|
1,227
|
|
|
|
1,226
|
|
Share premium
|
|
|
|
|
|
|
447
|
|
|
|
337
|
|
|
|
317
|
|
Retained earnings
|
|
|
|
|
|
|
12,960
|
|
|
|
9,767
|
|
|
|
8,571
|
|
Other components of equity
|
|
|
|
|
|
|
(188
|
)
|
|
|
(142
|
)
|
|
|
(317
|
)
|
Treasury shares
|
|
|
|
|
|
|
(1,834
|
)
|
|
|
(1,382
|
)
|
|
|
(1,320
|
)
|
Equity attributable to owners of parent
|
|
|
|
|
|
|
13,013
|
|
|
|
9,807
|
|
|
|
8,477
|
|
Non-controlling interests
|
|
|
|
|
|
|
23
|
|
|
|
17
|
|
|
|
14
|
|
Total equity
|
|
|
(21
|
)
|
|
|
13,035
|
|
|
|
9,824
|
|
|
|
8,491
|
|
Equity and liabilities
|
|
|
|
|
|
|
27,654
|
|
|
|
20,841
|
|
|
|
13,374
|
|
|
|
|
(1) |
|
The 2010 figures have been
translated solely for the convenience of the reader at an
exchange rate of US$1.3269 to 1.00, the Noon Buying Rate
certified by the Federal Reserve Bank of New York on
December 30, 2010.
|
The accompanying Notes are an
integral part of these Consolidated Financial Statements.
F-5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Components of Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for-Sale
|
|
|
Cash
|
|
|
|
|
|
Attributable
|
|
|
Non-
|
|
|
|
|
|
|
Issued
|
|
|
Share
|
|
|
Retained
|
|
|
Exchange
|
|
|
Financial
|
|
|
Flow
|
|
|
Treasury
|
|
|
to Owners of
|
|
|
Controlling
|
|
|
Total
|
|
|
|
Capital
|
|
|
Premium
|
|
|
Earnings
|
|
|
Differences
|
|
|
Assets
|
|
|
Hedges
|
|
|
Shares
|
|
|
Parent
|
|
|
Interests
|
|
|
Equity
|
|
|
|
millions
|
|
|
January 1, 2008
|
|
|
1,246
|
|
|
|
347
|
|
|
|
6,925
|
|
|
|
(330
|
)
|
|
|
1
|
|
|
|
10
|
|
|
|
(1,734
|
)
|
|
|
6,465
|
|
|
|
1
|
|
|
|
6,466
|
|
Profit after tax
|
|
|
|
|
|
|
|
|
|
|
1,847
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,847
|
|
|
|
1
|
|
|
|
1,848
|
|
Other comprehensive income after tax
|
|
|
|
|
|
|
|
|
|
|
(32
|
)
|
|
|
(63
|
)
|
|
|
(2
|
)
|
|
|
(53
|
)
|
|
|
|
|
|
|
(150
|
)
|
|
|
|
|
|
|
(150
|
)
|
Dividends
|
|
|
|
|
|
|
|
|
|
|
(594
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(594
|
)
|
|
|
|
|
|
|
(594
|
)
|
Issuance of shares under share-based payments programs
|
|
|
1
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
|
|
|
|
|
|
13
|
|
Purchase of treasury shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(487
|
)
|
|
|
(487
|
)
|
|
|
|
|
|
|
(487
|
)
|
Cancellation of treasury shares
|
|
|
(21
|
)
|
|
|
|
|
|
|
(723
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
744
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reissuance of treasury shares under share-based payments programs
|
|
|
|
|
|
|
(39
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
115
|
|
|
|
76
|
|
|
|
|
|
|
|
76
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
|
1,226
|
|
|
|
320
|
|
|
|
7,422
|
|
|
|
(393
|
)
|
|
|
(1
|
)
|
|
|
(43
|
)
|
|
|
(1,362
|
)
|
|
|
7,169
|
|
|
|
2
|
|
|
|
7,171
|
|
Profit after tax
|
|
|
|
|
|
|
|
|
|
|
1,748
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,748
|
|
|
|
2
|
|
|
|
1,750
|
|
Other comprehensive income after tax
|
|
|
|
|
|
|
|
|
|
|
(6
|
)
|
|
|
74
|
|
|
|
14
|
|
|
|
32
|
|
|
|
|
|
|
|
114
|
|
|
|
|
|
|
|
114
|
|
Dividends
|
|
|
|
|
|
|
|
|
|
|
(594
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(594
|
)
|
|
|
|
|
|
|
(594
|
)
|
Issuance of shares under share-based payments programs
|
|
|
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
|
|
|
|
|
|
5
|
|
Reissuance of treasury shares under share-based payments programs
|
|
|
|
|
|
|
(8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42
|
|
|
|
34
|
|
|
|
|
|
|
|
34
|
|
Addition of non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
|
|
|
10
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009
|
|
|
1,226
|
|
|
|
317
|
|
|
|
8,571
|
|
|
|
(319
|
)
|
|
|
13
|
|
|
|
(11
|
)
|
|
|
(1,320
|
)
|
|
|
8,477
|
|
|
|
14
|
|
|
|
8,491
|
|
Profit after tax
|
|
|
|
|
|
|
|
|
|
|
1,811
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,811
|
|
|
|
2
|
|
|
|
1,813
|
|
Other comprehensive income after tax
|
|
|
|
|
|
|
|
|
|
|
(21
|
)
|
|
|
188
|
|
|
|
3
|
|
|
|
(16
|
)
|
|
|
|
|
|
|
154
|
|
|
|
|
|
|
|
154
|
|
Dividends
|
|
|
|
|
|
|
|
|
|
|
(594
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(594
|
)
|
|
|
|
|
|
|
(594
|
)
|
Issuance of shares under share-based payments programs
|
|
|
1
|
|
|
|
23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
|
|
|
|
|
|
|
|
24
|
|
Purchase of treasury shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(220
|
)
|
|
|
(220
|
)
|
|
|
|
|
|
|
(220
|
)
|
Reissuance of treasury shares under share-based payments programs
|
|
|
|
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
158
|
|
|
|
155
|
|
|
|
|
|
|
|
155
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
1,227
|
|
|
|
337
|
|
|
|
9,767
|
|
|
|
(131
|
)
|
|
|
16
|
|
|
|
(27
|
)
|
|
|
(1,382
|
)
|
|
|
9,807
|
|
|
|
17
|
|
|
|
9,824
|
|
The accompanying Notes are an
integral part of these Consolidated Financial Statements.
F-6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
2010(1)
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
US$
|
|
|
|
|
|
|
|
|
|
|
|
|
millions
|
|
|
Profit after tax
|
|
|
|
|
|
|
2,406
|
|
|
|
1,813
|
|
|
|
1,750
|
|
|
|
1,848
|
|
Adjustments to reconcile profit after tax to net cash provided
by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
|
|
|
|
709
|
|
|
|
534
|
|
|
|
499
|
|
|
|
539
|
|
Income tax expense
|
|
|
(11
|
)
|
|
|
697
|
|
|
|
525
|
|
|
|
685
|
|
|
|
776
|
|
Finance income, net
|
|
|
(10
|
)
|
|
|
89
|
|
|
|
67
|
|
|
|
80
|
|
|
|
50
|
|
Gains/losses on disposals of non-current assets
|
|
|
(7
|
)
|
|
|
(4
|
)
|
|
|
(3
|
)
|
|
|
(11
|
)
|
|
|
11
|
|
Decrease/increase in sales and bad debt allowances on trade
receivables
|
|
|
|
|
|
|
(65
|
)
|
|
|
(49
|
)
|
|
|
64
|
|
|
|
76
|
|
Other adjustments for non-cash items
|
|
|
|
|
|
|
42
|
|
|
|
32
|
|
|
|
14
|
|
|
|
52
|
|
Decrease/increase in trade receivables
|
|
|
|
|
|
|
(163
|
)
|
|
|
(123
|
)
|
|
|
593
|
|
|
|
(48
|
)
|
Decrease/increase in other assets
|
|
|
|
|
|
|
(149
|
)
|
|
|
(112
|
)
|
|
|
205
|
|
|
|
(12
|
)
|
Decrease/increase in trade payables, provisions and other
liabilities
|
|
|
|
|
|
|
1,481
|
|
|
|
1,116
|
|
|
|
(124
|
)
|
|
|
(267
|
)
|
Decrease/increase in deferred income
|
|
|
|
|
|
|
88
|
|
|
|
66
|
|
|
|
48
|
|
|
|
61
|
|
Cashoutflows due to TomorrowNow litigation
|
|
|
(24
|
)
|
|
|
(135
|
)
|
|
|
(102
|
)
|
|
|
(19
|
)
|
|
|
(13
|
)
|
Interest paid
|
|
|
|
|
|
|
(88
|
)
|
|
|
(66
|
)
|
|
|
(69
|
)
|
|
|
(105
|
)
|
Interest received
|
|
|
|
|
|
|
69
|
|
|
|
52
|
|
|
|
22
|
|
|
|
72
|
|
Income taxes paid, net of refunds
|
|
|
|
|
|
|
(1,085
|
)
|
|
|
(818
|
)
|
|
|
(722
|
)
|
|
|
(882
|
)
|
Net cash flows from operating activities
|
|
|
|
|
|
|
3,890
|
|
|
|
2,932
|
|
|
|
3,015
|
|
|
|
2,158
|
|
Business combinations, net of cash and cash equivalents acquired
|
|
|
(4
|
)
|
|
|
(5,565
|
)
|
|
|
(4,194
|
)
|
|
|
(73
|
)
|
|
|
(3,773
|
)
|
Repayment of acquirees debt in business combinations
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
(450
|
)
|
Purchase of intangible assets and property, plant, and equipment
|
|
|
|
|
|
|
(443
|
)
|
|
|
(334
|
)
|
|
|
(225
|
)
|
|
|
(339
|
)
|
Proceeds from sales of intangible assets or property, plant and
equipment
|
|
|
|
|
|
|
58
|
|
|
|
44
|
|
|
|
45
|
|
|
|
44
|
|
Cash transferred to restricted cash
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
(448
|
)
|
Use of restricted cash
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,001
|
|
Purchase of equity or debt instruments of other entities
|
|
|
|
|
|
|
(1,117
|
)
|
|
|
(842
|
)
|
|
|
(1,073
|
)
|
|
|
(396
|
)
|
Proceeds from sales of equity or debt instruments of other
entities
|
|
|
|
|
|
|
1,767
|
|
|
|
1,332
|
|
|
|
1,027
|
|
|
|
595
|
|
Net cash flows from investing activities
|
|
|
|
|
|
|
(5,300
|
)
|
|
|
(3,994
|
)
|
|
|
(299
|
)
|
|
|
(3,766
|
)
|
Dividends paid
|
|
|
(22
|
)
|
|
|
(788
|
)
|
|
|
(594
|
)
|
|
|
(594
|
)
|
|
|
(594
|
)
|
Purchase of treasury shares
|
|
|
(22
|
)
|
|
|
(292
|
)
|
|
|
(220
|
)
|
|
|
0
|
|
|
|
(487
|
)
|
Proceeds from reissuance of treasury shares
|
|
|
|
|
|
|
169
|
|
|
|
127
|
|
|
|
24
|
|
|
|
85
|
|
Proceeds from issuing shares (share-based compensation)
|
|
|
|
|
|
|
31
|
|
|
|
23
|
|
|
|
6
|
|
|
|
20
|
|
Proceeds from borrowings
|
|
|
|
|
|
|
7,139
|
|
|
|
5,380
|
|
|
|
697
|
|
|
|
3,859
|
|
Repayments of borrowings
|
|
|
|
|
|
|
(2,914
|
)
|
|
|
(2,196
|
)
|
|
|
(2,303
|
)
|
|
|
(1,571
|
)
|
Purchase of equity-based derivative instruments
|
|
|
|
|
|
|
(19
|
)
|
|
|
(14
|
)
|
|
|
0
|
|
|
|
(55
|
)
|
Proceeds from the exercise of equity-based derivative financial
instruments
|
|
|
|
|
|
|
5
|
|
|
|
4
|
|
|
|
4
|
|
|
|
24
|
|
Net cash flows from financing activities
|
|
|
|
|
|
|
3,331
|
|
|
|
2,510
|
|
|
|
(2,166
|
)
|
|
|
1,281
|
|
Effect of foreign currency exchange rates on cash and cash
equivalents
|
|
|
|
|
|
|
247
|
|
|
|
186
|
|
|
|
54
|
|
|
|
(1
|
)
|
Net increase (decrease) in cash and cash equivalents
|
|
|
|
|
|
|
2,168
|
|
|
|
1,634
|
|
|
|
604
|
|
|
|
(328
|
)
|
Cash and cash equivalents at the beginning of the period
|
|
|
(22
|
)
|
|
|
2,500
|
|
|
|
1,884
|
|
|
|
1,280
|
|
|
|
1,608
|
|
Cash and cash equivalents at the end of the period
|
|
|
(22
|
)
|
|
|
4,668
|
|
|
|
3,518
|
|
|
|
1,884
|
|
|
|
1,280
|
|
|
|
|
(1) |
|
The 2010 figures have been
translated solely for the convenience of the reader at an
exchange rate of US$1.3269 to 1.00, the Noon Buying Rate
certified by the Federal Reserve Bank of New York on
December 30, 2010.
|
The accompanying Notes are an
integral part of these Consolidated Financial Statements.
F-7
|
|
(1)
|
GENERAL
INFORMATION ABOUT CONSOLIDATED FINANCIAL STATEMENTS
|
The accompanying Consolidated Financial Statements of SAP AG and
its subsidiaries (collectively, we, us,
our, SAP, Group, and
Company) have been prepared in accordance with
International Financial Reporting Standards (IFRS). The
designation IFRS includes all standards issued by
the International Accounting Standards Board (IASB) and related
interpretations issued by the International Financial Reporting
Interpretations Committee (IFRIC).
We have applied all standards and interpretations that were
effective on and endorsed by the European Union (EU) as at
December 31, 2010. There were no standards or
interpretations impacting our Consolidated Financial Statements
for the years ended December 31, 2010, 2009, and 2008, that
were effective but not yet endorsed. Therefore our Consolidated
Financial Statements comply with both IFRS as issued by the IASB
and with IFRS as endorsed by the EU.
SAPs Executive Board approved the Consolidated Financial
Statements on March 3, 2011, for submission to the
Companys Supervisory Board.
All amounts included in the Consolidated Financial Statements
are reported in millions of euros ( millions) except
where otherwise stated. Due to rounding, numbers presented
throughout this document may not add up precisely to the totals
we provide and percentages may not precisely reflect the
absolute figures.
|
|
(2)
|
SCOPE OF
CONSOLIDATION
|
The Consolidated Financial Statements include SAP AG and all
entities that are controlled directly or indirectly by SAP AG.
All SAP entities prepare their financial statements as at
December 31. All financial statements were prepared
applying the same Group IFRS accounting and valuation
principles. Intercompany transactions and balances relating to
consolidated entities have been eliminated.
The following table summarizes the changes in the number of
entities included in the Consolidated Financial Statements:
Overview
of Entities Consolidated in the Financial Statements
The additions relate to legal entities added in connection with
acquisitions and foundations. The disposals are due to mergers
and liquidations of consolidated or acquired legal entities.
The 2010 changes in the scope of companies included in the
Consolidated Financial Statements impact the comparability with
the 2009 and 2008 Consolidated Financial Statements. In 2010, we
acquired Sybase Inc., which is significant to some positions in
SAPs financial statements and may affect comparability
F-8
with our 2009 and 2008 Consolidated Financial Statements. For
more information about our business combinations and the effect
on our Consolidated Financial Statements, see Note (4).
|
|
(3)
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
|
|
(3a)
|
Bases of
Measurement
|
The Consolidated Financial Statements have been prepared on the
historical cost basis except for the following:
|
|
|
|
|
Derivative financial instruments,
available-for-sale
financial assets (except for investments in certain equity
instruments without a quoted market price), and liabilities for
cash-settled share-based payment arrangements are measured at
fair value.
|
|
|
|
Foreign exchange receivables and payables are translated at
period-end exchange rates.
|
|
|
|
Pensions are measured according to IAS 19 Employee Benefits (IAS
19) as described in Note (19a).
|
Where applicable, information about the methods and assumptions
used in determining the respective measurement bases and fair
values is disclosed in the Notes specific to that asset or
liability.
|
|
(3b)
|
Relevant
Accounting Policies
|
Reclassifications
We have reclassified and renamed certain revenue items in our
Consolidated Financial Statements: As a result of the
acquisition of Sybase we recognize revenue from messaging
services. This revenue is presented within the other service
revenue line item within the professional services and other
service revenue subsection. In addition, we have merged our
previously-presented Training revenue line item (2009:
273 million; 2008: 434 million) and other
revenue line item (2009: 42 million; 2008:
70 million) into the other service
revenue line item in our income statement. We believe that this
change further improves the clarity of our income statement.
Amounts reported in previous years have been reclassified
accordingly to conform to the current presentation.
Interest paid, interest received and income taxes paid, net of
refunds are presented separately in our Consolidated Statements
of Cash Flows. Previously, this information had been presented
in a note to the Consolidated Statements of Cash Flows. These
changes resulted in certain reclassifications within the net
cash flows from operating activities.
We separately present the effects from the TomorrowNow
litigation in our Consolidated Financial Statements, since we
significantly increased the provision for the litigation after
the November 2010 jury verdict described further in Note (19b)
and Note (24). We believe that a separate presentation is
relevant to gain an understanding of our financial performance,
financial position and cash flows. Previously, the expenses had
been classified in our Consolidated Income Statements within
cost of software and software-related services. The provision
recorded on our Consolidated Statements of Financial Position
has previously been presented within other provisions. The
amount recorded as of December 31, 2008 was not material.
We have changed the presentation of finance income, net. The
previous line item other financial gains/losses, net has been
split: Gains are now presented within the finance income line
item while losses are reported in the finance cost line item. We
believe that the new presentation is beneficial for
understanding what instruments these income and expenses relate
to.
Business
Combinations and Goodwill
As of January 1, 2009, we have applied IFRS 3, Business
Combinations (2008) in accounting for business
combinations. For changes in estimates, particularly contingent
consideration payments related to business combinations that
occurred prior to January 1,
F-9
2009, the previous guidance remains relevant. Business
combinations are accounted for using the acquisition method. The
cost of an acquisition is measured at the fair value of the
assets transferred and liabilities incurred at the date of
exchange. For each business combination, the acquirer measures
the noncontrolling interest in the acquiree either at fair value
or at the proportionate share of the acquirees
identifiable net assets. Acquisition costs incurred are expensed
and included in general and administration expenses.
The excess of the cost of acquisition over the fair value of the
Companys share of the identifiable net assets acquired is
recorded as goodwill.
In respect to at-equity investments, the carrying amount of
goodwill is included in the carrying amount of the investment.
Foreign
Currencies
Assets and liabilities of our foreign subsidiaries that use a
functional currency other than the euro are translated at the
exchange rate on the date of the Statement of Financial
Position. Revenues and expenses are translated at average rates
of exchange computed on a monthly basis. Translation adjustments
resulting from this process are charged or credited to other
components of equity. Exchange differences from monetary items
denominated in
foreign currency transactions that are part of a long-term
investment are also included in other components of equity. When
a foreign operation is disposed of, liquidated, or abandoned,
the foreign currency translation adjustments applicable to that
entity are reclassified from other components of equity to
profit or loss.
Transactions in foreign currencies are translated to the
respective functional currencies of Group entities at the
exchange rates at the dates of the transactions. Monetary assets
and liabilities that are denominated in foreign currencies are
remeasured at the period-end closing rate with resulting gains
and losses reflected in other non-operating expense, net in the
Consolidated Income Statements.
Operating cash flows are translated into euros using average
rates of exchange computed on a monthly basis. Investing and
financing cash flows are translated into euros using the
exchange rates in effect at the time of the respective
transaction. The effects on cash due to fluctuations in exchange
rates are shown in a separate line in the Consolidated
Statements of Cash Flows.
Any goodwill arising from the acquisition of a foreign operation
and any fair value adjustments to the carrying amounts of assets
and liabilities arising from the acquisition are treated as
assets and liabilities of the foreign operation and translated
at the closing rate.
The exchange rates of key currencies affecting the Company were
as follows:
Exchange
Rates
Revenue
Recognition
We derive our revenue from the sale or license of our software
products and of support,
subscription, consulting, development, training, and other
services. The vast majority of our software arrangements include
support services,
F-10
and many also include professional services and other elements.
Software and software-related service revenue, as shown in our
Consolidated Income Statements, is the sum of our software
revenue, support revenue, and revenue from subscriptions,
on-demand services and other software-related services.
Professional services and other service revenue as shown in our
Consolidated Income Statements is the sum of our consulting
revenue and other service revenue. Other service revenue as
shown in our Consolidated Income Statements mainly consists of
revenue from training services, messaging services, and SAP
marketing events. Revenue information by segment and geographic
region is disclosed in Note (29).
If, for any of our product or service offerings, we determine at
the outset of an arrangement that the amount of revenue cannot
be measured reliably, we conclude that the inflow of economic
benefits associated with the transaction is not probable, and we
defer revenue until the arrangement fee becomes due and payable
by the customer. If, at the outset of an arrangement, we
determine that collectability is not probable, we conclude that
the inflow of economic benefits associated with the transaction
is not probable, and we defer revenue recognition until the
earlier of when collectability becomes probable or payment is
received. If collectability becomes unlikely before all revenue
from an arrangement is recognized, we recognize revenue only to
the extent of the fees that are successfully collected unless
collectability becomes reasonably assured again. If a customer
is specifically identified as a bad debtor, we stop recognizing
revenue except to the extent of the fees that have already been
collected.
We account for
out-of-pocket
expenses invoiced by SAP and reimbursed by customers as support,
consulting, and training revenues, depending on the nature of
the service for which the
out-of-pocket
expenses were incurred.
Software revenue represents fees earned from the sale or license
of software to customers. Revenue from the sale of perpetual
licenses
of our standard products is recognized in line with the
requirements for selling goods stated in IAS 18 Revenue (IAS
18) when evidence of an arrangement exists, delivery has
occurred, the risks and rewards of ownership have been
transferred to the customer, the amount of revenue and
associated costs can be measured reliably, and collection of the
related receivable is reasonably assured. The sale is recognized
net of returns and allowances, trade discounts, and volume
rebates. We usually sell or license software on a perpetual
basis. Occasionally, we license software for a specified time.
Revenue from short-term time-based licenses, which usually
include support services during the license period, is
recognized ratably over the license term. Revenue from
multi-year time-based licenses that include support services,
whether separately priced or not, is recognized ratably over the
license term unless a substantive support service renewal rate
exists; if this is the case, the amount allocated to the
delivered software is recognized as software revenue based on
the residual approach once the basic criteria described above
have been met. In general, our software license agreements do
not include acceptance-testing provisions. If an arrangement
allows for customer acceptance testing of the software, we defer
revenue until the earlier of customer acceptance or when the
acceptance right lapses. We usually recognize revenue from
software arrangements involving resellers on evidence of
sell-through by the reseller to the end-customer, because the
inflow of the economic benefits associated with the arrangements
to us is not probable before sell-through has occurred.
Sometimes we enter into customer-specific software development
agreements. We recognize software revenue in conjunction with
these arrangements using the
percentage-of-completion
method based on contract costs incurred to-date as a percentage
of total estimated contract costs required to complete the
development work. If we do not have a sufficient basis to
reasonably measure the progress of completion or to estimate the
total contract revenue and costs, revenue is recognized only to
the extent of the contract costs incurred for which we believe
recoverability to
F-11
be probable. When it becomes probable that total contract costs
exceed total contract revenue in an arrangement, the expected
losses are recognized immediately as an expense based on the
costs attributable to the contract.
Support revenue represents fees earned from providing customers
with unspecified future software updates, upgrades, and
enhancements, and technical product support. We recognize
support revenue for most of our services ratably over the term
of the support arrangement. We do not separately sell technical
product support or unspecified software upgrades, updates, and
enhancements. Accordingly, we do not distinguish within software
and software-related service revenue or within cost of software
and software-related services the amounts attributable to
technical support services and unspecified software upgrades,
updates, and enhancements.
Subscription and other software-related service revenue
represents fees earned from subscription and software rental
arrangements, on-demand solutions, and other software-related
services. Subscription contracts combine software and support
service elements, as they provide the customer with current
software products, rights to receive unspecified future software
products, and rights to support services during the subscription
term. Customers pay an annual fee for a defined subscription
term, and we recognize such fees ratably over the term of the
arrangement beginning with the delivery of the first product.
Software rental contracts also combine software and support
service elements. Such contracts provide the customer with
current software products and support but not the right to
receive unspecified future software products. Customers pay a
periodic fee over the rental term and we recognize fees from
software rental contracts ratably over the term of the
arrangement.
Revenue from on-demand solutions relates to software hosting
arrangements that provide the customer with the right to use
certain software functionality, but do not include the right to
terminate the hosting contract and take possession of the
software
without significant penalty. On-demand solution revenue is
generally recognized ratably over the term of the arrangement.
Other software-related service revenue mainly results from
software-related revenue-sharing agreements with other software
vendors.
We recognize consulting, and other service revenue when the
respective services are performed. Consulting revenue primarily
results from implementation contracts to install and configure
our software products. Consulting contracts do not usually
involve significant production, modification, or customization
of software and are recognized using the
percentage-of-completion
method of accounting as outlined above.
Other service revenue consists of fees from training services,
cancelable hosting contracts, application management services
(AMS), messaging services, revenue from SAP marketing events,
and referral fees.
Training services provide educational services to customers and
partners regarding the use of our software products. We
recognize training revenue when the respective services are
rendered. Cancelable hosting contracts allow the customer to
terminate a software hosting arrangement at any time and to take
possession of the hosted software without significant penalty.
In these contracts revenue is allocated to the hosting element
and to the software element. The hosting revenue is recognized
ratably over the agreed hosting period. Our AMS contracts
provide post-implementation application support, optimization,
and improvements to a customers IT solution. We recognize
revenue from AMS services when the respective services are
rendered. Messaging revenue mainly represents fees earned from
transmitting electronic text messages from one mobile phone
provider to another. We recognize revenue from message services
based upon the number of messages successfully processed and
delivered. Revenue from fixed-price messaging arrangements is
recognized ratably over the contractual term of the arrangement.
Revenue from marketing events hosted by SAP, for which SAP sells
tickets to its customers, is recognized after the marketing
event takes
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place. Fees from referral services are commissions from partners
to which we have referred customers.
The vast majority of our software arrangements form
multiple-element arrangements, as they include support services,
and many also include professional services and other elements.
As authorized by IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors (IAS 8), we follow the guidance
provided by FASB ASC Subtopic
985-605,
Software Revenue Recognition, as amended, in order to determine
the recognizable amount of license revenue in multiple-element
arrangements. Revenue from multiple-element arrangements is
recognized using the residual method of revenue recognition when
company-specific objective evidence of fair value exists for all
of the undelivered elements (for example, support services,
consulting services, or other services) in the arrangement, but
does not exist for one or more delivered elements (generally
software). We determine the fair value of and allocate revenue
to each undelivered element based on its respective
company-specific objective evidence of fair value, which is the
price charged when that element is sold separately or, for
elements not yet sold separately, the price established by our
management if it is probable that the price will not change
before the element is sold separately. We allocate revenue to
undelivered support services based on the rates charged to renew
the support services annually after an initial period. Such
renewal rates generally represent a fixed percentage of the
discounted software license fee charged to the customer. The
vast majority of our customers renew their annual support
service contracts at these rates. We allocate revenue to future
incremental discounts whenever customers are granted the right
to license additional software at a higher discount than the one
given within the initial software license arrangement, or to
purchase or renew support or services at rates below
company-specific objective evidence of fair value of the
respective service.
We defer revenue for all undelivered elements and recognize the
residual amount of the arrangement fee attributable to the
delivered
elements, if any, when the revenue recognition criteria
described above have been met and company-specific objective
evidence of fair value for the undelivered elements exists.
Combining or segmenting multiple-element arrangements consisting
of software and consulting or other professional services
depends on:
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Whether the arrangement involves significant production,
modification, or customization of the software, and
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Whether the services are not available from third-party vendors
and are therefore deemed essential to the software.
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If neither of the above is the case, revenue for the software
element and the other element is recognized separately. In
contrast, if one or both of the above is the case, the elements
of the arrangement are combined and accounted for as a single
unit of accounting, and the entire arrangement fee is recognized
using the
percentage-of-completion
method as outlined above. If the arrangement includes multiple
elements, we exclude those elements from contract accounting
that meet the criteria for separate recognition (for example
support services or hosting), provided that the elements have
stand-alone value.
Our contributions to resellers that allow our resellers to
execute qualified and approved marketing activities are
recognized as an offset to revenue, unless we obtain a separate
identifiable benefit for the contribution, and the fair value of
the benefit is reasonably estimable.
Cost of
Software and Software-Related Services
Cost of software and software-related services includes the cost
incurred in producing the goods and providing the services that
generate software and software-related service revenue.
Consequently this line item includes employee expenses relating
to these services, amortization of acquired intangibles,
third-party licenses, shipping and
ramp-up
cost, etc.
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Cost of
Professional Services and Other Services
Cost of professional services and other services includes the
cost incurred in providing the services that generate
professional service and other service revenue including message
revenues. The item also includes sales and marketing expenses
related to our professional services and other services that
result from sales and marketing efforts that cannot be clearly
separated from providing the services.
Research
and Development
Research and development includes the costs incurred by
activities related to the development of software solutions (new
products, updates, and enhancements) including resource and
hardware costs for the development systems.
Development activities involve the application of research
findings or other knowledge to a plan or design of new or
substantially improved software products before the start of
commercial use. Development expenditures are capitalized only if
all of the following criteria are met:
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The development cost can be measured reliably.
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The product is technically and commercially feasible.
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Future economic benefits are probable.
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We intend to complete development and market the product.
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We have determined that the conditions for recognizing
internally generated intangible assets from our software
development activities are not met until shortly before the
products are available for sale. Development costs incurred
after the recognition criteria are met have not been material.
Consequently, all research and development costs are expensed as
incurred.
Sales and
Marketing
Sales and marketing includes costs incurred for the selling and
marketing activities
related to our software solutions, software-related service
portfolio and messaging business.
General
and Administration
General and administration includes costs related to finance and
administrative functions as long as they are not directly
attributable to one of the other operating expense line items.
Government
Grants and Assistance
We record government grants when it is reasonably assured that
we will comply with the relevant conditions and that the grant
will be received. Our government grants generally represent
subsidies for activities specified in the grant. As a result,
government grants are recognized when earned as a reduction of
the expenses recorded for the cost that the grants are intended
to compensate. Government assistance that takes the form of a
tax credit is recognized as a reduction of income tax.
Government grants received were immaterial for fiscal 2010,
2009, and 2008.
Leases
We are a lessee of property, plant, and equipment, mainly
buildings, hardware, and vehicles, under operating leases that
do not transfer to us the substantive risks and rewards of
ownership. Rent expense on operating leases is recognized on a
straight-line basis over the life of the lease including renewal
terms if, at inception of the lease, renewal is reasonably
assured.
Some of our operating leases contain lessee incentives, such as
up-front payments of costs or free or reduced periods of rent.
The incentives are amortized over the life of the lease and the
rent expense is recognized on a straight-line basis over the
life of the lease. The same applies to contractually-agreed
future increases of rents.
Income
Tax
Deferred taxes are accounted for under the liability method. We
recognize deferred tax
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assets and liabilities for the future tax consequences
attributable to differences between the carrying amounts of
existing assets and liabilities in the Statements of Financial
Position and their respective tax bases and on the carryforwards
of unused tax losses and unused tax credits. Deferred tax assets
are recognized to the extent that it is probable that future
taxable income will be available against which the deductible
temporary differences, unused tax losses, and unused tax credits
can be utilized.
Deferred tax assets and liabilities are measured at the tax
rates that are expected to apply to the period when the asset is
realized or the liability is settled, based on tax rates and tax
laws that have been enacted or substantively enacted by the end
of the reporting period. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in profit or
loss, unless related to items directly recognized in equity, in
the period that includes the respective enactment date.
The carrying amount of a deferred tax asset is reviewed at the
end of each reporting period and is reduced to the extent that
it is no longer probable that sufficient taxable profit will be
available to allow the benefit of part or all of the deferred
tax assets to be utilized.
Share-Based
Compensation
Share-based compensation covers cash-settled and equity-settled
awards issued to our employees. The fair values of both
equity-settled and cash-settled awards are measured at grant
date using an option-pricing model.
The fair value of equity-settled awards is not subsequently
remeasured. The grant-date fair value of equity-settled awards
is recognized as personnel expense in profit or loss over the
period in which the employees become unconditionally entitled to
the rights, with a corresponding increase in share premium. The
amount recognized as an expense is adjusted to reflect the
actual number of equity-settled awards options that ultimately
vest. We grant our employees discounts on certain share-based
compensation plans. Since those discounts are not dependent on
future services to be provided
by our employees, the discount is recognized as an expense when
the rights are granted.
For the share-based payment plans that are settled by paying
cash rather than by issuing equity instruments, a liability is
recorded for the rights granted reflecting the vested portion of
the fair value of the rights at the reporting date. Personnel
expense is accrued over the period the beneficiaries are
expected to perform the related service (vesting period), with a
corresponding increase in liabilities. Cash-settled awards are
remeasured to fair value at each Statement of Financial Position
date until the award is settled. Any changes in the fair value
of the liability are recognized as personnel expense in profit
or loss. The amount of unrecognized compensation expense related
to non-vested share-based payment arrangements granted under our
cash-settled plans is dependent on the final intrinsic value of
the awards. The amount of unrecognized compensation expense is
dependent on the future price of our common share which we
cannot reasonably predict.
In the event we hedge our exposure to cash-settled awards,
changes in the fair value of the respective hedging instruments
are also recognized as personnel expense in profit or loss. The
fair values for hedged programs are based on market data
reflecting current market expectations.
For more information about our share-based compensation plans,
see Note (28).
Other
Components of Equity
Other components of equity include:
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Currency effects arising from the translation of the financial
statements of our foreign operations as well as the currency
effects from intercompany long-term monetary items for which
settlement is neither planned nor likely to occur in the
foreseeable future.
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Unrealized gains and losses on
available-for-sale
financial assets.
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Gains and losses on cash flow hedges comprising the net change
in fair value
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of the effective portion of the respective cash flow hedges that
have not yet impacted profit or loss.
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Treasury
Shares
Treasury shares are recorded at acquisition cost and are
presented as a deduction from total equity. Gains and losses on
the subsequent reissuance of treasury shares are credited or
charged to share premium on an after-tax basis. On cancellation
of treasury shares any excess of their carrying amount over the
calculated par value is charged to retained earnings.
Earnings
per Share
We present basic and diluted earnings per share (EPS). Basic
earnings per share is determined by dividing profit after tax
attributable to equity holders of the parent by the weighted
average number of common shares outstanding. Diluted earnings
per share reflect the potential dilution that would occur if all
in the money securities to issue common shares were
exercised or converted. The average market value of the
Companys shares for purposes of calculating the dilutive
effect of share options is based on quoted market prices for the
period during which the options were outstanding.
Financial
Assets
Our financial assets comprise cash and cash equivalents (highly
liquid investments with original maturities of three months or
less), loans and receivables, acquired equity and debt
investments, and derivative financial instruments (derivatives)
with positive fair values.
These assets are recognized and measured in accordance with IAS
39 Financial Instruments: Recognition and Measurement (IAS 39).
Accordingly, financial assets are recognized in the Consolidated
Statements of Financial Position if we have a contractual right
to receive cash or other financial assets from another entity.
Regular way purchases or sales of financial assets are recorded
at the trade date. Financial assets are initially recognized at
fair value plus, in the case of financial assets
not at fair value through profit or loss, directly attributable
transaction costs. Interest-free or below-market-rate loans and
receivables are initially measured at the present value of the
expected future cash flows. The subsequent measurement depends
on the classification of our financial assets to the following
categories according to IAS 39:
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Loans and receivables: Loans and receivables are non-derivative
financial assets with fixed or determinable payments that are
neither quoted in an active market nor intended to be sold in
the near term. This category comprises trade receivables,
receivables and loans included in other financial assets, and
cash and cash equivalents. We carry loans and receivables at
amortized cost less impairment losses. Interest income from
items assigned to this category is determined using the
effective interest method if the time value of money is
material. For further information on trade receivables see the
Trade and Other Receivables section.
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Available-for-sale
financial assets:
Available-for-sale
financial assets are non-derivative financial assets that are
not assigned to either of the two other categories and mainly
include equity investments and debt investments. If readily
determinable from market data,
available-for-sale
financial assets are measured at fair value, with changes in
fair value being reported net of tax in other components of
equity. Fair value changes are not recognized in profit or loss
until the assets are sold or impaired.
Available-for-sale
financial assets for which no market price is available and
whose fair value cannot be reliably estimated in the absence of
an active market are carried at cost less impairment losses.
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Financial assets at fair value through profit or loss: Financial
assets at fair value through profit or loss only comprise those
financial assets that are
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held for trading, as we do not designate financial assets at
fair value through profit or loss on initial recognition. This
category solely contains embedded and freestanding derivatives
with positive fair values, except where hedge accounting is
applied. All changes in the fair value of financial assets in
this category are immediately recognized in profit or loss. For
more information about derivatives, see the Derivatives section.
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All financial assets not accounted for at fair value through
profit or loss are assessed for impairment at each reporting
date or if we become aware of objective evidence of impairment
as a result of one or more events that indicate that the
carrying amount of the asset may not be recoverable. Objective
evidence includes but is not limited to a significant or
prolonged decline of the fair value below its carrying amount, a
high probability of insolvency, or a material breach of contract
by the issuer such as a significant delay or a shortfall in
payments due. Impairment charges in the amount of the difference
of an assets carrying amount and the present value of the
expected future cash flows or current fair value, respectively,
are recognized in finance income, net. For
available-for-sale
financial assets such impairment charges directly reduce an
assets carrying amount while impairments on loans and
receivables are recorded using allowance accounts. Account
balances are charged off against the respective allowance after
all collection efforts have been exhausted and the likelihood of
recovery is considered remote. Impairment losses are reversed if
the reason for the original impairment loss no longer exists. No
such reversals are made for
available-for-sale
equity investments.
Income/expenses and gains/losses on financial assets consist of
impairment charges and reversals, interest income and expenses,
dividends, and gains and losses from the disposal of such
assets. Dividend income is recognized when earned. Interest
income is recognized based on the effective interest method.
Neither dividend nor interest income are included in net
gains/losses at the time of
disposal of an asset. Financial assets are derecognized when
contractual rights to receive cash flows from the financial
assets expire or the financial assets are transferred together
with all material risks and benefits.
Investments
in Associates
Companies in which we do not have a controlling financial
interest, but over which we can exercise significant operating
and financial influence (associates) are accounted for using the
equity method.
Derivatives
We account for derivatives and hedging activities in accordance
with IAS 39 at fair value.
Derivatives without Designated Hedge Relationship
Many transactions constitute economic hedges, and therefore
contribute effectively to the securing of financial risks but do
not qualify for hedge accounting under IAS 39. For the hedging
of currency risks inherent in foreign currency denominated and
recognized monetary assets and liabilities, we do not designate
our
held-for-trading
derivative financial instruments as accounting hedges, as the
realized profits and losses from the underlying transactions are
recognized in profit or loss in the same periods as the realized
profits or losses from the derivatives.
Embedded Derivatives
We occasionally have contracts that require payment streams in
currencies other than the functional currency of either party to
the contract. Such embedded foreign currency derivatives are
separated from the host contract and accounted for separately if
the following are met:
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The economic characteristics and risks of the host contract and
the embedded derivative are not closely related.
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A separate instrument with the same terms as the embedded
derivative would meet the definition of a derivative.
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The combined instrument is not measured at fair value through
profit or loss.
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Derivatives with Designated Cash Flow Hedge Relationship
Derivatives that are part of a hedging relationship that
qualifies for hedge accounting under IAS 39 are carried at their
fair value. We designate and document the hedge relationship,
including the nature of the risk, the identification of the
hedged item, the hedging instrument, and how we will assess the
hedge effectiveness. The accounting for changes in fair value of
the hedging instrument depends on the effectiveness of the
hedging relationship. The effective portion of the unrealized
gain or loss on the derivative instrument determined to be an
effective hedge is recognized in other components of equity. We
subsequently reclassify the portion of gains or losses from
other components of equity to profit or loss when the hedged
transaction affects profit or loss. The ineffective portion of
gains or losses is recognized in profit or loss immediately. For
more information about our hedges, see Note (26).
Valuation and Testing of Effectiveness
The fair value of our derivatives is calculated by discounting
the expected future cash flows using relevant interest rates,
and spot rates over the remaining lifetime of the contracts.
Gains or losses on the spot price and the intrinsic values of
the derivatives designated and qualifying as cash-flow hedges
are recognized directly in other components of equity, while
gains and losses on the interest element and on those time
values excluded from the hedging relationship are recognized in
profit or loss immediately.
The effectiveness of the hedging relationship is tested
prospectively and retrospectively. Prospectively, we apply the
critical terms match
for our foreign currency hedges as currencies, maturities, and
the amounts are identical for the forecasted transactions and
the spot element of the forward exchange rate contract or
intrinsic value of the currency options, respectively. For
interest rate swaps, we also apply the critical terms match as
the notional amounts, currencies, maturities, basis of the
variable legs (EURIBOR), reset dates, and the dates of the
interest and principal payments are identical for the debt
instrument and the corresponding interest rate swaps. Therefore,
over the life of the hedging instrument, the changes in cash
flows of the hedging relationship components will offset the
impact of fluctuations of the underlying forecasted transactions.
Retrospectively, effectiveness is tested on a cumulative basis
applying the Dollar Offset Method by using the Hypothetical
Derivative Method. Under this approach, the change in fair value
of a constructed hypothetical derivative with terms reflecting
the relevant terms of the hedged item is compared to the change
in the fair value of the hedging instrument employing its
relevant terms. The hedge is deemed highly effective if the
results are within the range 80% to 125%.
Trade and
Other Receivables
Trade receivables are recorded at invoiced amounts less sales
allowances and an allowance for doubtful accounts. We record
these allowances based on a specific review of all significant
outstanding invoices. When analyzing the recoverability of our
trade receivables, we consider the following factors:
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First, we consider the financial solvency of specific customers
and record an allowance for specific customer balances when we
believe it is probable that we will not collect the amount due
according to the contractual terms of the arrangement.
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Second, we evaluate homogenous portfolios of trade receivables
according to their default risk primarily based on the age of
the receivable and historical loss experience, but also taking
into
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consideration general market factors that might impact our trade
receivable portfolio. We record a general bad debt allowance to
record impairment losses for a portfolio of trade receivables
when we believe that the age of the receivables indicates that
it is probable that a loss has occurred and we will not collect
some or all of the amounts due.
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Account balances are written off, i.e. charged off against the
allowance after all collection efforts have been exhausted and
the likelihood of recovery is considered remote.
In our Consolidated Income Statements expenses from recording
bad debt allowances for a portfolio of trade receivables are
classified as other operating income, net, whereas expenses from
recording bad debt allowances for specific customer balances are
classified as cost of software and software-related services or
cost of professional services and other services, depending on
the transaction from which the respective trade receivable
results. Sales allowances are recorded as an offset to the
respective revenue item.
Included in trade receivables are unbilled receivables related
to fixed-fee and
time-and-material
consulting arrangements for contract work performed to date.
Other
Non-Financial Assets
Other non-financial assets are recorded at amortized cost, which
approximates fair value due to their short-term nature.
We capitalize the discount of our loans to employees as prepaid
expenses and release it ratably to personnel expenses.
Intangible
Assets
Purchased intangible assets with finite useful lives are
recorded at acquisition cost and are amortized either based on
expected usage or on a straight-line basis over their estimated
useful lives ranging from two to 16 years. All of our
intangible assets, with the exception of goodwill, have finite
useful lives and are therefore subject to amortization.
We recognize acquired in-process research and development
projects as an intangible asset separate from goodwill if a
project meets the definition of an asset. Amortization for these
intangible assets starts when the projects are complete and the
developed software is taken to the market. We typically amortize
these intangibles over five years.
Property,
Plant, and Equipment
Property, plant, and equipment are carried at acquisition cost
plus the fair value of related asset retirement costs, if any
and if reasonably estimable, and less accumulated depreciation.
Interest incurred during the construction of qualifying assets
is capitalized and amortized over the related assets
estimated useful lives.
Property, plant, and equipment are depreciated over their
expected useful lives, generally using the straight-line method.
Land is not depreciated.
Useful Lives of Property, Plant, and Equipment
F-19
Leasehold improvements are depreciated using the straight-line
method over the shorter of the term of the lease or the useful
life of the asset. If a renewal option exists, the term used
reflects the additional time covered by the option if exercise
is reasonably assured when the leasehold improvement is first
put into operation.
Impairment
of Goodwill and Non-Current Assets
We test goodwill for impairment at least annually and when
events occur or changes in circumstances indicate that the
recoverable amount of a cash-generating unit is less than its
carrying value.
The recoverable amount of goodwill is estimated each year at the
same time. Furthermore, we review non-current assets, such as
property, plant, equipment, and acquired intangible assets for
impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset or group of assets may not
be recoverable.
For the purpose of impairment testing, assets that cannot be
tested individually are grouped together into the smallest group
of assets that generates cash inflows from continuing use that
are largely independent of the cash inflows of other assets or
groups of assets (the cash-generating unit, or CGU). The
recoverable amount of an asset or cash-generating unit is the
greater of its value in use and its fair value less costs to
sell. In assessing value in use, the estimated future cash flows
are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value
of money and the risks specific to the asset.
Goodwill acquired in a business combination is allocated to
segments that are expected to benefit from the synergies of the
combination. This allocation represents our management approach.
As a result, we conduct our goodwill impairment testing at the
segment level.
Our corporate assets do not generate separate cash inflows. If
there is an indication that a corporate asset may be impaired,
then the
recoverable amount is determined for the CGU to which the
corporate asset belongs.
An impairment loss is recognized if the carrying amount of an
asset or its CGU exceeds its estimated recoverable amount.
Impairment losses are recognized in other operating income, net
in profit or loss.
Impairment losses for non-current tangible and intangible assets
recognized in the prior periods are assessed at each reporting
date for indicators that the loss has decreased or no longer
exists. Accordingly, if there is an indication that the reasons
that caused the impairment no longer exist, we would consider
the need to reverse all or a portion of the impairment through
profit or loss. In contrast, impairment losses for goodwill are
never reversed.
Contingent
Assets
We carry insurance policies amongst others to offset the
expenses associated with defending against litigation matters as
well as other risks. To mitigate the risk of customer default,
our trade receivables are partially covered by merchandise
credit insurance. We recognize the respective reimbursements in
profit or loss when it is virtually certain that the
reimbursement will be received and retained by us.
Liabilities
Financial Liabilities
Financial liabilities include trade and other payables, bank
loans, issued bonds, private placements and other financial
liabilities which comprise derivative and non-derivative
financial liabilities.
They are recognized and measured in accordance with IAS 39.
Accordingly, financial liabilities are recognized in the
Consolidated Financial Statements if we have a contractual
obligation to transfer cash or another financial asset to
another party. Financial liabilities are initially recognized at
fair value, which in the case of financial liabilities not at
fair value through profit or loss includes directly attributable
transaction costs. If material, financial
F-20
liabilities are discounted to present value based on prevailing
market rates adjusted for credit risk, with the discount being
recognized over time as interest expense. The subsequent
measurement depends on the allocation of financial liabilities
to the following categories according to IAS 39:
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Financial liabilities at fair value through profit or loss only
comprise those financial liabilities that are held for trading,
as we do not designate financial liabilities at fair value
through profit or loss on initial recognition. This category
solely contains embedded and other derivatives with negative
fair values, except where hedge accounting is applied. All
changes in the fair value of financial liabilities in this
category are immediately recognized in profit or loss. For more
information about derivatives, see the Derivatives section.
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Financial liabilities at amortized cost include all
non-derivative financial liabilities not quoted in an active
market which are measured at amortized cost using the effective
interest method.
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Expenses and gains/losses on financial liabilities consist of
interest expenses, and gains and losses from the disposal of
such liabilities. Interest expense is recognized based on the
effective interest method.
Financial liabilities are derecognized when the contractual
obligation is discharged, canceled or has expired.
Non-Financial Liabilities
Other non-financial liabilities with fixed or determinable
payments that are not quoted in an active market are mainly the
result of obligations to employees and fiscal authorities and
are generally measured at amortized cost.
Provisions
Provisions are recorded when:
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It is more likely than not that we have a legal or constructive
obligation to third parties as a result of a past event.
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The amount can be reasonably estimated.
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It is probable that there will be an outflow of future economic
benefits to settle the obligation, while there may be
uncertainty about the timing or amount of the future expenditure
required in the settlement.
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We regularly adjust provisions as further information becomes
available or circumstances change. Non-current provisions are
reported at the present value of their expected settlement
amounts as at the reporting date. Discount rates are regularly
adjusted to current market interest rates.
Our software contracts usually contain general warranty
provisions guaranteeing that the software will perform according
to SAPs stated specifications for six to 12 months.
At the time of the sale or license of our software covered by
such warranty provisions, we record a provision for warranty
obligations based on the historical average cost of fulfilling
our obligations, which we classify as a current obligation.
A provision for restructuring is recognized when we have
approved a detailed and formal restructuring plan and the
restructuring has commenced or has been announced.
Post-Employment
Benefits
We measure our pension-benefit liabilities and other
post-employment benefits based on actuarial computations using
the
projected-unit-credit
method in accordance with IAS 19. The assumptions used to
calculate pension liabilities and costs are shown in Note (19a).
As a result of the actuarial calculation for each plan we
recognize an asset or liability for the overfunded or
underfunded status of the respective defined benefit plan. We
classify a portion
F-21
of the liability as current (determined on a
plan-by-plan
basis) if the amount by which the actuarial present value of
benefits included in the benefit obligation payable within the
next 12 months exceeds the fair value of plan assets.
Changes in the amount of the defined benefit obligation or plan
assets resulting from demographic and financial data different
than originally assumed and from changes in assumptions can
result in actuarial gains and losses. We recognize all actuarial
gains and losses directly in retained earnings.
SAPs pension benefits are classified as defined
contribution plans if the payment to a separate fund relieves
SAP of all obligations from the pension plan. Obligations for
contributions to defined contribution pension plans are
recognized as an expense in profit or loss when paid or due.
Deferred
Income
Deferred income is recognized as software revenue, support
revenue, professional service revenue, or other revenue,
depending on the reasons for the deferral, once the basic
applicable revenue recognition criteria have been met, for
example, when the related services are performed or when the
discounts are used.
Presentation
in the Consolidated Statements of Cash Flows
We classify interest and taxes paid as well as interest and
dividends received as cash flows from operating activities.
Dividends paid are classified as financing activities.
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(3c)
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Management
Judgments and Sources of Estimation Uncertainty
|
The preparation of the Consolidated Financial Statements in
conformity with IFRS requires management to make judgments,
estimates, and assumptions that affect the application of
accounting policies and the reported amounts of assets,
liabilities, revenues, and expenses, as well as disclosure of
contingent assets and liabilities.
We base our judgments, estimates, and assumptions on historical
and forecast information, as well as regional and industry
economic conditions in which we or our customers operate,
changes to which could adversely affect our estimates. Although
we believe we have made reasonable estimates about the ultimate
resolution of the underlying uncertainties, no assurance can be
given that the final outcome of these matters will be consistent
with what is reflected in our assets, liabilities, revenues, and
expenses. Actual results could differ from original estimates.
The accounting policies that most frequently require us to make
judgments, estimates, and assumptions, and therefore are
critical to understanding our results of operations, are:
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Revenue recognition
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Valuation of trade receivables
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Accounting for share-based compensation
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Accounting for income tax
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Accounting for business combinations
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Subsequent accounting for goodwill and other intangibles
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Accounting for legal contingencies
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|
Recognition of internally generated intangible assets from
development
|
Our management periodically discusses these critical accounting
policies with the Audit Committee of the Supervisory Board.
Revenue
Recognition
As described in the Revenue Recognition section of Note (3b), we
do not recognize revenue before persuasive evidence of an
arrangement exists, delivery has occurred, the risks and rewards
of ownership have been transferred to the customer, the amount
of revenue can be measured reliably, and collection of the
related receivable is reasonably assured. The determination of
whether the amount of revenue can be measured reliably or
whether the fees are collectible is inherently judgmental as it
F-22
requires estimates as to whether and to what extent subsequent
concessions may be granted to customers and whether the customer
is expected to pay the contractual fees. The timing and amount
of revenue recognition can vary depending on what assessments
have been made.
In most of our revenue-generating arrangements we sell to the
customer more than one product solution or service.
Additionally, we have ongoing relationships with many of our
customers and often enter into several transactions with the
same customer within close proximity in time. We therefore have
to determine:
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Which arrangements with the same customer are to be accounted
for as one arrangement
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Which deliverables under one arrangement are to be accounted for
separately
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How to allocate the total arrangement fee to the individual
elements of one arrangement
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The determination of whether different arrangements with the
same customer are to be accounted for as one arrangement is
highly judgmental as it requires us to evaluate whether the
arrangements are negotiated together or linked in any other way.
The timing and amount of revenue recognition can vary depending
on whether two arrangements are accounted for separately or as
one arrangement.
We do not account separately for software and other deliverables
under an arrangement if one of the other deliverables (such as
consulting services) is deemed to be essential to the
functionality of the software. The determination whether an
undelivered element is essential to the functionality of the
delivered element requires the use of judgment. The timing and
amount of revenue recognition can vary depending on how that
judgment is exercised because software revenue which may
otherwise have been recognized up front is recognized over the
term of providing the essential deliverable.
We also do not account separately for different deliverables
under an arrangement if we have no basis for allocating the
overall arrangement fee to the different elements of the
arrangement. We believe that such allocation basis exists if we
can demonstrate for each undelivered element of the arrangement
a company-specific objective evidence of fair value as further
defined in the Revenue Recognition section of Note (3b).
Judgment is required in the determination of company-specific
evidence of fair value which may impact the timing and amount of
revenue recognized depending on:
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Whether company-specific evidence of fair value can be
demonstrated for the undelivered elements of a software
arrangement
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The approaches used to demonstrate company-specific evidence of
fair value
|
Additionally, our revenue would be significantly different if we
applied a revenue allocation policy other than the residual
method.
Revenue from consulting, other professional services, and custom
software development projects is determined by applying the
percentage of completion method of revenue recognition. The
percentage-of-completion
method requires us to make estimates about total revenue, total
cost to complete the project, and the stage of completion. The
assumptions, estimates, and uncertainties inherent in
determining the stage of completion affect the timing and
amounts of revenue recognized and expenses reported. If we do
not have a sufficient basis to measure the progress of
completion or to estimate the total contract revenue and costs,
revenue recognition is limited to the amount of contract costs
incurred. The determination of whether a sufficient basis to
measure the progress of completion exists is judgmental. Changes
in estimates of progress towards completion and of contract
revenue and contract costs are accounted for as cumulative
catch-up
adjustments to the reported revenue for the applicable contract.
F-23
Valuation
of Trade Receivables
As described in the Trade and Other Receivables section in Note
(3b), we account for impairments of trade receivables by
recording sales allowances and allowances for doubtful accounts
on an individual receivable basis and on a portfolio basis. The
assessment of whether a receivable is collectible is inherently
judgmental and requires the use of assumptions about customer
defaults that could change significantly. Judgment is required
when we evaluate available information about a particular
customers financial situation to determine whether it is
probable that a credit loss will occur and the amount of such
loss is reasonably estimable and thus an allowance for that
specific account is necessary. Basing the general allowance for
the remaining receivables on our historical loss experience,
too, is highly judgmental as history may not be indicative of
future development, particularly in the global economic
circumstances resulting from the recent global financial crisis.
Changes in our estimates about the allowance for doubtful
accounts could materially impact the reported assets and
expenses in our financial statements, and our profit could be
adversely affected if actual credit losses exceed our estimates.
To mitigate this risk, our trade receivables are partially
covered by merchandise credit insurance.
Accounting
for Share-Based Compensation
As described in Note (28), we have issued both equity-settled as
well as cash-settled share-based compensation plans.
We use certain assumptions in estimating the fair values for our
share-based compensation plans, including expected future stock
price volatility and expected option life (which represents our
estimate of the average amount of time remaining until the
options are exercised or expire unexercised). In addition, final
payout for these plans also depends on our share price at the
respective exercise dates. All these assumptions may
significantly impact the fair value determination and thus the
amount and timing of our share-based compensation expenses.
Furthermore, the fair values of the
options granted under our 2009 plans (STAR PP and SOP PP)
are dependent on our outperformance against the Tech Peer Group
Index (TechPGI) since grant date, the volatility and the
expected correlation between the market price of this index, and
our share price.
For the purpose of determining the estimated fair value of our
stock options, we believe expected volatility is the most
sensitive assumption. Regarding future payout under the plans,
the price of shares of SAP will be the most relevant factor. In
respect to our plans granted in 2009 (SOP PP and STAR PP),
we believe that future payout will be significantly impacted not
only by our share price but also by the requirement to
outperform the TechPGI. Changes in these factors could
significantly affect the estimated fair values as calculated by
the option-pricing model, and the future payout.
Accounting
for Income Tax
We conduct operations and earn income in numerous foreign
countries and are subject to changing tax laws in multiple
jurisdictions within the countries in which we operate. Our
ordinary business activities also include transactions where the
ultimate tax outcome is uncertain, such as those involving
revenue sharing and cost reimbursement arrangements between SAP
Group entities. In addition, the amount of income tax we pay is
generally subject to ongoing audits by domestic and foreign tax
authorities. As a result, judgments are necessary in determining
our worldwide income tax provisions. We have made reasonable
estimates about the ultimate resolution of our tax uncertainties
based on current tax laws and our interpretation thereof. Such
judgments can have a material effect on our income tax expense,
income tax provision, and profit after tax.
The carrying amount of a deferred tax asset is reviewed at the
end of each reporting period and is reduced to the extent that
it is no longer probable that sufficient taxable profit will be
available to allow the benefit of part or all of the deferred
tax assets to be utilized. This assessment requires management
judgments,
F-24
estimates, and assumptions. In evaluating our ability to utilize
our deferred tax assets, we consider all available positive and
negative evidence, including the level of historical taxable
income and projections for future taxable income over the
periods in which the deferred tax assets are recoverable. Our
judgments regarding future taxable income are based on
expectations of market conditions and other facts and
circumstances. Any adverse change to the underlying facts or our
estimates and assumptions could require that we reduce the
carrying amount of our net deferred tax assets.
For more information about our income tax, see Note (11).
Accounting
for Business Combinations
In our accounting for business combinations, judgment is
required in identifying whether an intangible asset is
identifiable, i.e. to be recorded separately from goodwill.
Additionally, estimating the acquisition date fair values of the
identifiable assets acquired and liabilities assumed involves
considerable management judgment. The necessary measurements are
based on information available at the acquisition date and are
based on expectations and assumptions that have been deemed
reasonable by management. These judgments, estimates, and
assumptions can materially affect our financial position and
profit for several reasons, among which are the following:
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Fair values assigned to assets subject to depreciation and
amortization affects the amounts of depreciation and
amortization to be recorded in operating profit in the periods
following the acquisition.
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|
Subsequent negative changes in the estimated fair values of
assets may result in additional expense from impairment charges.
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Subsequent changes in the estimated fair values of liabilities
and provisions may result in additional expense (if increasing
the estimated fair value) or additional income (if decreasing
the estimated fair value).
|
Subsequent
Accounting for Goodwill and Other Intangibles
As described in the Intangible Assets section in Note (3b), all
our intangible assets other than goodwill have finite useful
lives. Consequently, the depreciable amount of the intangible
assets is allocated on a systematic basis over their useful
lives. Judgment is required in:
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The determination of the useful life of an intangible asset as
this determination is based on our estimates regarding the
period over which the intangible asset is expected to produce
economic benefits to us.
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The determination of the amortization method as IFRS requires
the straight-line method to be used unless we can reliably
determine the pattern in which the assets future economic
benefits are expected to be consumed by us.
|
Both the amortization period and the amortization method have an
impact on the amortization expense that is recorded in each
period.
In making impairment assessments for our intangible assets and
goodwill, we use certain assumptions and estimates about future
cash flows, which are complex and require significant judgment
and assumptions about future developments. They can be affected
by a variety of factors, including changes in our business
strategy, our internal forecasts, and an estimate of our
weighted-average cost of capital. Due to these factors, actual
cash flows and values could vary significantly from the
forecasted future cash flows and related values derived using
the discounted cash flow method. Although we believe the
assumptions and estimates we have made in the past have been
reasonable and appropriate, different assumptions and estimates
could materially affect our financial position and profit.
Additionally, the results of goodwill impairment tests may
depend on the allocation of goodwill to cash-generating units.
This allocation is judgmental as it is based on our estimates
regarding which cash-generating units
F-25
are expected to benefit from the synergies of the respective
business combination.
We did not record any charges on our goodwill and no significant
impairment charges on our intangible assets during fiscal year
2010. Although we do not currently have an indication of any
significant impairment, there can be no assurance that
impairment charges will not occur in the future. For more
information, see Note (16).
Accounting
for Legal Contingencies
As described in Note (24), currently we are involved in various
claims and legal proceedings. We review the status of each
significant matter on at least a quarterly basis and assess our
potential financial and business exposures related to such
matters. Significant judgment is required in the determination
of whether a provision is to be recorded and what the
appropriate amount for such provision should be. This judgment
is particularly required in:
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The determination whether an obligation exists
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|
The determination of the probability of outflow of economic
benefits
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The determination whether the amount of obligation is estimable
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The estimate of the obligation
|
Due to uncertainties relating to these matters, provisions are
based on the best information available at the time.
At the end of each reporting period, we reassess the potential
obligations related to our pending claims and litigation and
adjust our respective provisions to reflect the current best
estimate. In addition, we monitor and evaluate new information
that we receive after the end of the respective reporting period
but before the Consolidated Financial Statements are authorized
for issue to determine whether this provides additional
information regarding conditions that existed at the end of the
reporting period. Such revisions to our estimates of the
potential obligations could have a material impact on our
financial position and profit.
The effects of changes in estimates of potential liabilities
related to our legal contingencies had no material impact on our
2009, or 2008 results. Due to the November 2010 jury verdict
regarding the TomorrowNow litigation, we significantly increased
our provision recorded for this case. This increase did have a
material impact on our financial performance, financial position
and cash flows. Further information regarding this case is
presented in Notes (19b) and (24).
Recognition
of Internally Generated Intangible Assets from
Development
Under IFRS, internally generated intangible assets from the
development phase are recognized if certain conditions are met.
These conditions include the technical feasibility, intention to
complete, the ability to use or sell the asset under
development, and the demonstration of how the asset will
generate probable future economic benefits. The cost of a
recognized internally generated intangible asset comprises all
directly attributable cost necessary to make the asset capable
of being used as intended by management. In contrast, all
expenditures arising from the research phase are expensed as
incurred.
We believe that determining whether internally generated
intangible assets from development are to be recognized as
intangible assets requires significant judgment, particularly in
the following areas:
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Determining whether activities should be considered research
activities or development activities.
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|
Determining whether the conditions for recognizing an intangible
asset are met requires assumptions about future market
conditions, customer demand and other developments.
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The term technical feasibility is not defined in
IFRS, and therefore determining whether the completion of an
asset is technically feasible requires judgment and a
company-specific approach.
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F-26
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Determining the future ability to use or sell the intangible
asset arising from the development and the determination of the
probability of future benefits from sale or use.
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Determining whether a cost is directly or indirectly
attributable to an intangible asset and whether a cost is
necessary for completing a development.
|
We have determined that the conditions for recognizing
internally generated intangible assets from our software
development activities are not met until shortly before the
developed products are available for sale. This assessment is
monitored by us on a regular basis.
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(3d)
|
New
Accounting Standards Adopted in the Current Period
|
In July 2008, the IASB issued an amendment to IAS 39 Financial
Instruments: Recognition and Measurement: Eligible Hedged Items
(IAS 39). The amendment addresses the designation of a one-sided
risk in a hedged item and the designation of inflation in
particular situations. The amendment applies to hedging
relationships in the scope of IAS 39. The amendment is effective
for fiscal years beginning on or after July 1, 2009.
Earlier application is permitted. The amendment of IAS 39 did
not have a significant impact on our Consolidated Financial
Statements.
In April 2009, the IASB issued Improvements to IFRSs
a collection of amendments to several International Financial
Reporting Standards as part of its program of annual
improvements to its standards, which is
intended to make necessary, but non-urgent, amendments to
standards that will not be included as part of another major
project. The amendments resulting from this standard mainly have
effective dates for annual periods beginning on or after
January 1, 2010, although entities are permitted to adopt
them earlier. These amendments did not have a significant impact
on our Consolidated Financial Statements.
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(3e)
|
New
Accounting Standards Not Yet Adopted
|
A number of new standards, amendments to standards and
interpretations are not yet effective for the year ended
December 31, 2010, and have not been applied in preparing
these Consolidated Financial Statements. None of these is
expected to have an effect on the Consolidated Financial
Statements of the Group, except for:
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IFRS 9 Financial Instruments, which becomes mandatory for the
Groups 2013 consolidated financial statements and is
expected to impact the classification and measurement of
financial assets. The extent of the impact has not been
determined.
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Amendment to IFRS 7 Financial Instruments:
Disclosures Amendments enhancing disclosures about
transfers of financial assets (IFRS 7), which becomes mandatory
for the Groups 2012 consolidated financial statements and
might result in additional disclosures.
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F-27
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(4)
|
BUSINESS
COMBINATIONS
|
In 2010, we concluded the following business combinations:
Acquired
Businesses
All transactions, except the acquisition of Sybase, were
immaterial to SAP individually and in the aggregate. All of the
acquired businesses develop
and/or sell
software in specific areas of strategic interest to us or
complement our service portfolio.
Sybase, Inc. (Sybase), which is headquartered in Dublin,
California (USA), delivers a range of solutions to ensure that
customer information is securely managed and mobilized,
including enterprise and mobile databases, middleware,
synchronization, encryption and device management software, and
mobile messaging services. Before our acquisition, its stock was
traded on the New York Stock Exchange (NYSE: SY).
SAPs tender offer to acquire Sybase announced on
May 12, was made pursuant to a tender offer statement which
was filed by SAP with the U.S. Securities and Exchange
Commission (the SEC) on May 26, 2010. Under the
terms and conditions of the tender offer, SAP made an all cash
tender offer for all of the
outstanding shares of Sybase common stock at US$65.00 per share,
representing an enterprise value of approximately
US$5.9 billion. The transaction closed on July 26 after
receipt of the majority of the outstanding shares of
Sybases common stock (92.1% of Sybases outstanding
shares of common stock, or 91.8% on a fully diluted basis) and
clearance by the relevant antitrust authorities. Subsequently,
SAP used its right to acquire the remaining common shares under
the applicable corporate law. The business combination was
completed on July 29. The remaining shareholders received
$65.00 per share in cash without interest and subject to any
required withholding of taxes, the same consideration paid to
stockholders in the tender offer.
The per share purchase price represented a 44% premium over the
three-month average stock price of Sybase. The transaction was
funded from SAPs cash on hand and a
2.64 billion acquisition term loan facility. For
further information on the financing of the acquisition see Note
(18).
F-28
The components of the consideration transferred for our business
combinations are as follows:
Consideration
The acquisition-related costs incurred totaled
16 million for our 2010 business combinations, all of
which were recognized in general and administration expense.
The following table shows the allocation of recognized amounts
of identifiable assets acquired and liabilities assumed:
F-29
Recognized
Amounts of Identifiable Assets Acquired and Liabilities
Assumed
The fair value of Sybase customer relationship intangibles
includes the customer relationships relating to Sybases
core business as well as its messaging business. The fair values
of Sybases intellectual property includes assets
relating to innovations and technological advances, such as
patented and unpatented technology, trade secrets, and
databases. There were no identifiable intangible assets that
have not been separately recorded.
F-30
The fair value of trade receivables has been estimated as
follows:
Valuation
of Trade Receivables
The initial accounting for current and deferred tax liabilities
as well as for litigation-related and similar legal liabilities
has only been provisionally determined considering all relevant
facts and circumstances known at the reporting date. We will
continue to review these
matters during the measurement period. If new information is
obtained within one year from the acquisition date about facts
and circumstances that existed at the acquisition date, the
acquisition accounting will be revised. Contingent liabilities
recognized are not material.
Goodwill recognized for our 2010 business combinations was
assigned to our Product, Consulting, Training, and the Sybase
segments as follows. For a description of our segments see Note
(29):
Assignment
of Acquired Goodwill to Segments
The goodwill arising from the acquisitions is attributable
mainly to the skills and technical talent of the acquirees
work force and the synergies expected to be achieved from
integrating the activities of the companies. With regard to
Sybase, SAP plans to accelerate
the reach of its solutions across mobile platforms and drive
forward the realization of its in-memory computing vision.
Sybases mobile platform can connect all applications and
data (SAP and non-SAP) and enable them to be utilized on mobile
devices.
Impact of
Sybase on SAPs Financials
Had the acquisition of Sybase occurred at the beginning of 2010,
we estimate that pro-forma revenue would have amounted to
12,947 million, and pro-forma profit after tax would have
been 1,737 million. These amounts have been
calculated after applying
F-31
the Companys accounting policies and adjusting the results
for Sybase to reflect:
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Additional depreciation and amortization that would have been
charged assuming the fair value adjustment to property, plant,
and equipment and intangible assets had been applied from
January 1, 2010.
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|
The impact of deferred revenue write-downs on maintenance
revenue on a full-year basis.
|
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|
The borrowing costs on the funding levels and debt/equity
position of the company after the business combination.
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Related tax effects.
|
These pro-forma numbers have been prepared for comparative
purposes only. These pro-forma revenue and profit numbers are
not necessarily indicative of either the results of operations
that would have actually occurred had the acquisition been in
effect at the
beginning of the respective periods or of future results.
Our revenue and profit after tax as well as our pro-forma
revenue and pro-forma profit after tax would not have been
materially different from the numbers presented had
January 1, 2010, been the acquisition date for our other
immaterial business combinations.
Business combinations of the prior year are described in the
Notes to our Consolidated Financial Statements for 2009. We have
not recorded measurement adjustments for any of the 2009
business combinations. We recognized a reduction in goodwill
(4 million) for a 2008 acquisition due to a lower
than expected final contingent consideration payment.
For detailed information about our revenue recognition policies,
see Note (3).
For revenue information by segment and geographic region, see
Note (29).
Revenue from construction-type contracts (contract revenue) is
included in software revenue and consulting revenue depending on
the type of project. The status of our construction projects in
progress at the end of the reporting period accounted for under
IAS 11 was as follows:
Construction
Projects in Progress
F-32
Restructuring expenses were as follows:
Restructuring
Expenses
All 2010 restructuring charges resulted in a release of
3 million in the aggregate relating to changes in the
estimates for restructuring projects started in previous years.
Changes in estimate were made for our 2009 program in which we
reduced our workforce by 2,983 positions through terminations
and early retirement plans, and consolidated certain facilities
due to the reduced number of employees. We also
changed estimates for our 2008 facility restructurings that
resulted from the Business Objects acquisition. The
restructuring expenses recognized in 2008 relate mainly to the
Business Objects-related restructuring program.
For additional information on the roll-forward of our
restructuring provision, see Note (19b).
As restructuring expenses were significant to our operations in
2009, we have presented those expenses separately in our
Consolidated Income Statements in accordance with IAS 1.97. If
not presented separately, these expenses would break down as
follows:
Restructuring
Expenses
F-33
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(7)
|
OTHER
OPERATING INCOME, NET
|
Other operating income, net, was as follows:
Other
Operating Income, Net
|
|
(8)
|
EMPLOYEE
BENEFITS EXPENSE AND HEADCOUNT
|
Employee
Benefits Expense
Employee benefits expense comprises the following:
Employee
Benefits Expense
F-34
Number of
Employees
On December 31, 2010, the breakdown of our full-time
equivalent employee numbers by function in SAP and by region was
as follows:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
December 31, 2009
|
|
|
December 31, 2008
|
|
|
|
|
|
|
|
|
|
Asia
|
|
|
|
|
|
|
|
|
|
|
|
Asia
|
|
|
|
|
|
|
|
|
|
|
|
Asia
|
|
|
|
|
|
|
|
|
|
|
|
|
Pacific
|
|
|
|
|
|
|
|
|
|
|
|
Pacific
|
|
|
|
|
|
|
|
|
|
|
|
Pacific
|
|
|
|
|
Full-time equivalents
|
|
EMEA(1)
|
|
|
Americas
|
|
|
Japan
|
|
|
Total
|
|
|
EMEA(1)
|
|
|
Americas
|
|
|
Japan
|
|
|
Total
|
|
|
EMEA(1)
|
|
|
Americas
|
|
|
Japan
|
|
|
Total
|
|
|
Software and software-related services
|
|
|
3,804
|
|
|
|
1,827
|
|
|
|
2,254
|
|
|
|
7,885
|
|
|
|
3,227
|
|
|
|
1,276
|
|
|
|
1,919
|
|
|
|
6,422
|
|
|
|
3,269
|
|
|
|
1,306
|
|
|
|
1,891
|
|
|
|
6,466
|
|
Professional services and other services
|
|
|
6,787
|
|
|
|
3,955
|
|
|
|
2,410
|
|
|
|
13,152
|
|
|
|
6,635
|
|
|
|
3,473
|
|
|
|
2,240
|
|
|
|
12,348
|
|
|
|
7,326
|
|
|
|
4,142
|
|
|
|
2,583
|
|
|
|
14,051
|
|
Research and development
|
|
|
8,617
|
|
|
|
3,154
|
|
|
|
4,113
|
|
|
|
15,884
|
|
|
|
8,525
|
|
|
|
2,534
|
|
|
|
3,755
|
|
|
|
14,814
|
|
|
|
8,687
|
|
|
|
2,767
|
|
|
|
4,094
|
|
|
|
15,548
|
|
Sales and marketing
|
|
|
4,593
|
|
|
|
4,214
|
|
|
|
2,180
|
|
|
|
10,987
|
|
|
|
4,202
|
|
|
|
3,559
|
|
|
|
1,752
|
|
|
|
9,513
|
|
|
|
4,645
|
|
|
|
4,014
|
|
|
|
2,042
|
|
|
|
10,701
|
|
General and administration
|
|
|
2,053
|
|
|
|
1,005
|
|
|
|
518
|
|
|
|
3,576
|
|
|
|
1,919
|
|
|
|
724
|
|
|
|
408
|
|
|
|
3,051
|
|
|
|
1,996
|
|
|
|
788
|
|
|
|
459
|
|
|
|
3,243
|
|
Infrastructure
|
|
|
1,135
|
|
|
|
628
|
|
|
|
266
|
|
|
|
2,029
|
|
|
|
854
|
|
|
|
408
|
|
|
|
174
|
|
|
|
1,436
|
|
|
|
905
|
|
|
|
445
|
|
|
|
185
|
|
|
|
1,535
|
|
SAP Group (December 31)
|
|
|
26,989
|
|
|
|
14,783
|
|
|
|
11,741
|
|
|
|
53,513
|
|
|
|
25,362
|
|
|
|
11,974
|
|
|
|
10,248
|
|
|
|
47,584
|
|
|
|
26,828
|
|
|
|
13,462
|
|
|
|
11,254
|
|
|
|
51,544
|
|
Thereof Sybase
|
|
|
813
|
|
|
|
1,866
|
|
|
|
1,047
|
|
|
|
3,726
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SAP Group (months end average)
|
|
|
25,929
|
|
|
|
13,164
|
|
|
|
10,877
|
|
|
|
49,970
|
|
|
|
25,927
|
|
|
|
12,288
|
|
|
|
10,554
|
|
|
|
48,769
|
|
|
|
26,561
|
|
|
|
13,872
|
|
|
|
11,128
|
|
|
|
51,561
|
|
|
|
|
(1) |
|
Europe, Middle East, Africa
|
Allocation
of Share-Based Compensation Expense
The allocation of expense for share-based compensation to the
various expense items is as follows:
Share-Based
Compensation
For more information about our share-based compensation plans,
see Note (28).
F-35
|
|
(9)
|
OTHER
NON-OPERATING EXPENSE, NET
|
Other non-operating expense, net was as follows:
Other
Non-Operating Expense, Net
Other finance income, net was as follows:
Finance
Income, Net
F-36
Income tax expense for the years ended December 31 comprised the
following components:
Income
Tax Expense
Profit before tax consisted of the following:
Profit
Before Tax
F-37
The following table reconciles the expected income tax expense
computed by applying our combined German corporate tax rate of
26.29% (2009: 26.21%; 2008: 26.33%) to the actual income tax
expense. Our 2010 combined German corporate tax rate includes a
corporate income tax rate of 15.00% (2009: 15.00%; 2008:
15.00%), plus a solidarity surcharge of 5.5% thereon, and trade
taxes of 10.46% (2009: 10.38%; 2008: 10.50%).
Reconciliation
of Tax Expense
F-38
Deferred tax assets and liabilities on a gross basis as at
December 31, 2010 and 2009, are attributable to the
following items:
Deferred
Tax Assets and Liabilities
The increase of the deferred tax assets mainly results from the
tax effect of the provision recorded for the TomorrowNow
litigation. The increase in deferred tax liabilities mainly
results from our business combinations in 2010 since the fair
values of the acquired assets and assumed liabilities differ
significantly from the
respective tax bases. It mostly relates to intangible assets and
other financial assets.
Current income tax payments were reduced in 2010 in the amount
of 1 million (2009: 2 million; 2008:
5 million) due to the TomorrowNow litigation.
Deferred tax assets have not been recognized in respect of the
following items for the years ended December 31, 2010,
2009, and 2008, because it is not probable that future taxable
profits will be available against which we can utilize the
benefits thereof:
F-39
Items not
Resulting in a Deferred Tax Asset
We have not recognized a deferred tax liability on approximately
4.56 billion (2009: 3.60 billion) for
undistributed profits of our subsidiaries that arose in 2010 and
prior years because we plan to indefinitely reinvest those
undistributed profits. It is not practicable to
estimate the amount of unrecognized tax liabilities for these
undistributed foreign profits.
The proposed dividend payment of 0.60 per share for the
year ended December 31, 2010, will not have any effects on
the income tax of SAP AG.
Total income tax including the items charged or credited
directly to share premium and other comprehensive income for the
years ended December 31, 2010, 2009, and 2008, consists of
the following:
Total
Income Tax
The income tax recorded in share premium relates to our
equity-settled share-based compensation.
Convertible bonds, stock options, and restricted shares (the
bonus shares in the Share
Matching Plan 2010 as discussed in Note (28) below) granted
to employees under our share-based compensation programs are
included in the diluted earnings per share calculations to the
extent they have a dilutive effect. The computation of diluted
earnings per share does not include certain convertible bonds
and stock options issued in connection
F-40
with the SAP AG 2000 Long Term Incentive Plan (LTI 2000 Plan)
and the SAP Stock Option Plan 2002 (SAP
SOP 2002) because their effect is antidilutive. Such
convertible bonds and stock options, if converted or exercised,
represented 21.2 million SAP common
shares in 2010 (2009: 35.8 million SAP common shares; 2008:
43.6 million SAP common shares). The number of outstanding
stock options and convertible bonds is presented in Note (28).
Earnings per share for the years ended December 31 was
calculated as follows:
Earnings
per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
millions, unless otherwise stated
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Profit attributable to owners of parent
|
|
|
1,811
|
|
|
|
1,748
|
|
|
|
1,847
|
|
Issued ordinary shares
|
|
|
1,226
|
|
|
|
1,226
|
|
|
|
1,239
|
|
Effect of treasury shares
|
|
|
−38
|
|
|
|
−38
|
|
|
|
−49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares
basic(1)
|
|
|
1,188
|
|
|
|
1,188
|
|
|
|
1,190
|
|
Dilutive effect of stock
options(1)
|
|
|
1
|
|
|
|
1
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares
diluted(1)
|
|
|
1,189
|
|
|
|
1,189
|
|
|
|
1,191
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share, in
|
|
|
1.52
|
|
|
|
1.47
|
|
|
|
1.55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share, in
|
|
|
1.52
|
|
|
|
1.47
|
|
|
|
1.55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Number of shares in million
|
|
|
(13)
|
OTHER
FINANCIAL ASSETS
|
Other
Financial Assets
Loans and
Other Financial Receivables
Loans and other financial receivables mainly consist of
investments in insurance policies relating to pension assets
(semiretirement and time accounts) for which the corresponding
liability is included in employee-related obligations (see
Note 19b), time deposits, other receivables, and loans to
employees. The majority of our loans and other financial
receivables is concentrated in Germany.
As at December 31, 2010, there were no loans and other
financial receivables past due but not impaired. We have no
indications of impairments of loans and other financial
receivables that are not past due and not impaired as at the
reporting date. For general information on financial risk and
the nature of risk, see Note (25).
F-41
Available-for-Sale
Financial Assets
Available-for-sale
financial assets are denominated in the following currencies:
Our equity investments include securities that do not have a
quoted market price and for which fair value cannot be reliably
measured. These equity investments had a carrying value of
79 million and 62 million as at
December 31, 2010, and 2009, respectively. We recognized
impairment losses of 3 million,
11 million, and 12 million in 2010, 2009,
and 2008, respectively, for such equity securities at cost.
As of December 31, 2010, we do not intend to dispose of any
equity investments at cost in the near future. For information
on fair value measurement with regard to our equity investments
at cost, see Note (27).
Derivatives
Detailed information about our derivative financial instruments
is presented in Note (26).
|
|
(14)
|
TRADE AND
OTHER RECEIVABLES
|
Trade and
Other Receivables
The carrying amounts of our trade receivables as at December 31
are as follows:
Carrying
Amounts of Trade Receivables
F-42
Changes in the allowance for doubtful accounts were as follows:
Increase (Decrease) in Allowance for Doubtful Accounts Charged
to Expense
Concentrations of credit risks are limited due to our large
customer base and its distribution across many different
industries and countries worldwide.
The aging of trade receivables as at December 31 was:
Aging of
Trade Receivables
We believe that the recorded sales and bad debt allowances
adequately provide for the credit risk inherent in trade
receivables.
For more information about financial risk and how we manage it,
see Note (25) and (26).
F-43
|
|
(15)
|
OTHER
NON-FINANCIAL ASSETS
|
Other
Non-Financial Assets
Prepaid expenses primarily consist of prepayments for operating
leases, support services, and software royalties that will be
charged to expense in future periods.
F-44
(16) GOODWILL
AND INTANGIBLE ASSETS
Goodwill
and Intangible Assets
The additions to goodwill result from our acquisitions
(3,405 million) and adjustments to goodwill of
previous acquisitions (4 million) due to changes of
expected contingent consideration payments that had previously
been accounted for under IFRS 3 (2004). For more information
about acquisitions, see Note (4).
Software and database licenses consist primarily of technology
for internal use, whereas acquired technology consists primarily
of purchased software to be incorporated into
our product offerings and in-process research and development.
The additions to software and database licenses in 2010 and 2009
were individually acquired from third parties and include
cross-license agreements and patents, whereas the additions to
acquired technology and other intangibles primarily result from
our business combinations discussed in Note (4).
Other intangibles consist primarily of acquired trademark
licenses and customer contracts.
F-45
We carry the following significant intangible assets:
Significant
Intangible Assets
Amortization expenses of intangible assets are included in cost
of software and software-related services, cost of professional
services and other services, research and development, sales and
marketing, as well as general and administration based on usage.
Goodwill is allocated to our cash generating units (CGU), which
correspond to our segments. The carrying amount of goodwill by
reportable segment at December 31, 2010, and 2009, was as
follows:
Goodwill
by Segments
For more information about our segments see Note (29).
The recoverable amount of our CGUs has been determined based on
the
value-in-use
calculation. The segments are in complementary businesses, and
consequently, the recoverable amounts are based to a certain
extent on the same key assumptions.
F-46
The key assumptions that we have used for purposes of goodwill
impairment testing in 2010 are as follows:
In 2009, we used the following key assumptions:
The Sybase segment is not identical to the Sybase group acquired
in July 2010. For details of the differences, see Note (29).
Therefore, the growth rates presented for the Sybase segment are
not identical to our expectations regarding future revenue from
this acquisition.
The calculations use cash flow projections based on actual
operating results and a five-year business plan approved by
management. Cash flows for periods beyond this five-year
business plan were extrapolated using a segment-specific growth
rate. This growth rate does not exceed the long-term average
growth rate for the market in which our cash-generating units
operate. Our estimated cash flow
projections are discounted to present value by means of a
pre-tax discount rate. The pre-tax discount rate used is based
on a weighted average cost of capital approach (WACC).
We believe that any reasonably possible change in any of the
above key assumptions would not cause the carrying value of any
cash-generating unit to exceed its recoverable amount. Even if
we apply a growth rate of only 0% for extrapolating cash flow
projections beyond the years covered by our 2010 and 2009
business plan to calculate the
value-in-use
for all cash-generating units, the calculated amounts still
exceed the carrying amounts.
F-47
|
|
(17)
|
PROPERTY,
PLANT, AND EQUIPMENT
|
Property,
Plant, and Equipment
The additions and disposals in other property, plant, and
equipment relate primarily to the replacement and purchase of
computer hardware and cars acquired in the normal course of
business.
F-48
|
|
(18)
|
TRADE AND
OTHER PAYABLES, FINANCIAL LIABILITIES, AND OTHER NON-FINANCIAL
LIABILITIES
|
|
|
(18a)
|
Trade and
Other Payables
|
Trade and other payables as at December 31 were as follows:
Miscellaneous other liabilities include mainly deferral amounts
for free rent periods and liabilities related to government
grants.
|
|
(18b)
|
Financial
Liabilities
|
Financial liabilities as at December 31 were as follows:
Financial
Liabilities
Financial liabilities are unsecured, except for the retention of
title and similar rights customary in our industry. Effective
interest rates on our financing debt were 2.76% in 2010, 4.32%
in 2009, and 4.30% in 2008.
An analysis showing the contractual cash flows of our financial
liabilities based on maturity is provided in Note (25).
Information on the risk associated with our financial
liabilities is provided in Note (26) and information on
fair values is provided in Note (27).
F-49
Bonds
In 2010, we issued bonds with the following terms:
Bonds
The Eurobonds are listed for trading on the Luxembourg Stock
Exchange.
Private
Placement Transactions
Our private placement transactions have the following terms:
Private
Placements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective
|
|
|
Nominal Volume in
|
|
Balance on
|
|
|
Balance on
|
|
|
|
|
|
|
|
|
Interest
|
|
|
Respective Currency
|
|
12/31/2010
|
|
|
12/31/2009
|
|
|
|
Maturity
|
|
|
Coupon Rate
|
|
Rate
|
|
|
on 12/31/2010
|
|
in million
|
|
|
in million
|
|
|
German promissory note
|
|
|
|
|
|
|
|
|
|
|
|
697 million
|
|
|
696
|
|
|
|
697
|
|
Tranche 1 2009/2012
|
|
|
2012
|
|
|
4,04% (fix)
|
|
|
4.08
|
%
|
|
63.5 million
|
|
|
|
|
|
|
|
|
Tranche 2 2009/2012
|
|
|
2012
|
|
|
2,87% (variable)
|
|
|
2.92
|
%
|
|
359.5 million
|
|
|
|
|
|
|
|
|
Tranche 3 2009/2014
|
|
|
2014
|
|
|
4,92% (fix)
|
|
|
4.98
|
%
|
|
86 million
|
|
|
|
|
|
|
|
|
Tranche 4 2009/2014
|
|
|
2014
|
|
|
3,22% (variable)
|
|
|
3.27
|
%
|
|
158 million
|
|
|
|
|
|
|
|
|
Tranche 5 2009/2014
|
|
|
2014
|
|
|
3,28% (variable)
|
|
|
3.32
|
%
|
|
30 million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US private placement
|
|
|
|
|
|
|
|
|
|
|
|
US $500 million
|
|
|
373
|
|
|
|
0
|
|
Tranche 1 2010
|
|
|
2015
|
|
|
2,34% (fix)
|
|
|
2.40
|
%
|
|
US $300 million
|
|
|
|
|
|
|
|
|
Tranche 2 2010
|
|
|
2017
|
|
|
2,95% (fix)
|
|
|
3.03
|
%
|
|
US $200 million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private placements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,069
|
|
|
|
697
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The coupon and the effective interest rate for the floating rate
tranches 2, 4, and 5 of the German promissory notes
(Schuldscheindarlehen, SSD) were calculated based on
the last three-month EURIBOR interest rate fixing for the
tranches in 2010.
The U.S. private placement notes were issued through one of
our subsidiaries that has the U.S. dollar as functional
currency.
F-50
Bank
Loans
Our bank loans have the following terms:
Bank
Loans
Initially, an amount of approximately 2.64 billion
(comprising tranches of 2.25 billion and
US$500 million, respectively) was drawn from the
acquisition term loan to finance the acquisition of Sybase in
July 2010. Since the initial drawdown, an amount of
approximately 1.64 billion has been refinanced,
mainly via the issued bonds (1.2 billion) and private
placements (US$500 million) described above. The
outstanding amount of 1.0 billion of the acquisition
term loan was syndicated in October 2010 and has a remaining
maturity of
17 months. In addition, we paid off convertible bonds taken
on in connection with the acquisition of Sybase in the amount of
469 million.
The coupon and the effective interest rate for the acquisition
term loan was calculated based on the last
1-month
EURIBOR interest rate fixing for this financing instrument in
2010 while for the additional term loan the last
12-month
EURIBOR interest rate fixing for this financing instrument in
2010 applied.
Other
Financial Liabilities
Our other financial liabilities mainly comprise derivative
liabilities and liabilities for accrued interests.
|
|
(18c)
|
Other
Non-Financial Liabilities
|
Other non-financial liabilities as at December 31 were as
follows:
Other
Non-Financial Liabilities
Other employee-related liabilities mainly relate to vacation
accruals, bonus and sales commission accruals as well as
employee-related social security obligations.
Other taxes comprise mainly payroll tax liabilities and
value-added tax liabilities.
F-51
(19) PROVISIONS
Provisions based on due dates as at December 31 were as follows:
Provisions
|
|
(19a)
|
Pension
Plans and Similar Obligations
|
We maintain several defined benefit and defined contribution
plans for our employees in Germany and at foreign subsidiaries,
which provide for old age, disability, and survivors
benefits. The measurement dates for the domestic and foreign
benefit plans are December 31. Individual benefit plans
have also been established for members of our Executive Board.
Furthermore, in certain countries we provide termination
indemnity benefits to employees regardless of the cause for
termination. These types of benefits are typically defined by
law in these foreign countries.
Our domestic defined benefit plans provide participants with
pension benefits that are based on the length of service and
compensation of employees.
There is also a domestic employee-financed pension plan for
which SAP guarantees a minimum return on investment which is
equivalent to the return guaranteed by the insurer. Even though
the risk that SAP would be liable for a return that cannot be
met by the insurance company is very remote, these
employee-financed plans do not qualify as defined contribution
plans under IFRS and are
included in domestic plan assets and plan liabilities.
Foreign defined benefit plans provide participants with pension
benefits that are based on compensation levels, age, and length
of service.
Certain of our foreign subsidiaries are required to provide to
their employees termination indemnity benefits regardless of the
reason for termination (retirement, voluntary, or involuntary).
We treat these plans as defined benefit plans if the substance
of the post-employment plan is a pension-type arrangement. Most
of these arrangements provide the employee with a one-time
payout based on compensation levels, age, and years of service
on termination independent of the reason (retirement, voluntary,
or involuntary).
Our subsidiaries in the United States decided in 2008 to freeze
their defined benefit plan effective December 31, 2008, and
instead offered additional and improved benefits under their
defined contribution plan
(401k-Plan
regulations). As a result, we recognized a curtailment gain in
the amount of 9 million related to the reduction of
the defined benefit obligation in 2008.
F-52
The following table shows the development of the present values
of the defined benefit obligations and the fair value of the
plan assets with a reconciliation of the funded status to net
amounts:
Change in
the Present Value of the DBO and the Fair Value of the Plan
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Post-
|
|
|
|
|
|
|
|
|
|
|
|
|
Employment
|
|
|
|
|
|
|
Domestic Plans
|
|
|
Foreign Plans
|
|
|
Plans
|
|
|
Total
|
|
millions
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at beginning of year
|
|
|
346
|
|
|
|
314
|
|
|
|
343
|
|
|
|
306
|
|
|
|
20
|
|
|
|
18
|
|
|
|
709
|
|
|
|
638
|
|
Service cost
|
|
|
−4
|
|
|
|
−6
|
|
|
|
17
|
|
|
|
15
|
|
|
|
3
|
|
|
|
2
|
|
|
|
16
|
|
|
|
11
|
|
Interest cost
|
|
|
18
|
|
|
|
18
|
|
|
|
17
|
|
|
|
15
|
|
|
|
1
|
|
|
|
1
|
|
|
|
36
|
|
|
|
34
|
|
Employee contributions
|
|
|
46
|
|
|
|
35
|
|
|
|
4
|
|
|
|
4
|
|
|
|
0
|
|
|
|
0
|
|
|
|
50
|
|
|
|
39
|
|
Actuarial loss(+)/gain(−)
|
|
|
13
|
|
|
|
−13
|
|
|
|
29
|
|
|
|
31
|
|
|
|
2
|
|
|
|
0
|
|
|
|
44
|
|
|
|
18
|
|
Benefits paid
|
|
|
−4
|
|
|
|
−2
|
|
|
|
−17
|
|
|
|
−21
|
|
|
|
−1
|
|
|
|
−1
|
|
|
|
−22
|
|
|
|
−24
|
|
Business combinations
|
|
|
1
|
|
|
|
0
|
|
|
|
4
|
|
|
|
2
|
|
|
|
4
|
|
|
|
0
|
|
|
|
9
|
|
|
|
2
|
|
Curtailments/settlements
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
−1
|
|
|
|
−4
|
|
|
|
0
|
|
|
|
−4
|
|
|
|
−1
|
|
Past service cost
|
|
|
0
|
|
|
|
0
|
|
|
|
−3
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
−3
|
|
|
|
0
|
|
Foreign currency exchange rate changes
|
|
|
0
|
|
|
|
0
|
|
|
|
45
|
|
|
|
−8
|
|
|
|
0
|
|
|
|
0
|
|
|
|
45
|
|
|
|
−8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at year-end
|
|
|
416
|
|
|
|
346
|
|
|
|
439
|
|
|
|
343
|
|
|
|
25
|
|
|
|
20
|
|
|
|
880
|
|
|
|
709
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thereof fully or partially funded plans
|
|
|
416
|
|
|
|
346
|
|
|
|
404
|
|
|
|
317
|
|
|
|
12
|
|
|
|
8
|
|
|
|
832
|
|
|
|
671
|
|
Thereof unfunded plans
|
|
|
0
|
|
|
|
0
|
|
|
|
35
|
|
|
|
26
|
|
|
|
13
|
|
|
|
12
|
|
|
|
48
|
|
|
|
38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year
|
|
|
345
|
|
|
|
314
|
|
|
|
311
|
|
|
|
261
|
|
|
|
4
|
|
|
|
3
|
|
|
|
660
|
|
|
|
578
|
|
Expected return on plan assets
|
|
|
17
|
|
|
|
15
|
|
|
|
19
|
|
|
|
14
|
|
|
|
0
|
|
|
|
0
|
|
|
|
36
|
|
|
|
29
|
|
Employer contributions
|
|
|
1
|
|
|
|
1
|
|
|
|
31
|
|
|
|
29
|
|
|
|
5
|
|
|
|
2
|
|
|
|
37
|
|
|
|
32
|
|
Employee contributions
|
|
|
46
|
|
|
|
35
|
|
|
|
4
|
|
|
|
4
|
|
|
|
0
|
|
|
|
0
|
|
|
|
50
|
|
|
|
39
|
|
Benefits paid
|
|
|
−4
|
|
|
|
−2
|
|
|
|
−17
|
|
|
|
−21
|
|
|
|
−1
|
|
|
|
−1
|
|
|
|
−22
|
|
|
|
−24
|
|
Business combinations
|
|
|
0
|
|
|
|
0
|
|
|
|
2
|
|
|
|
2
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2
|
|
|
|
2
|
|
Settlements
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
−4
|
|
|
|
0
|
|
|
|
−4
|
|
|
|
0
|
|
Other changes
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Actuarial loss(−)/gain(+)
|
|
|
9
|
|
|
|
−18
|
|
|
|
−1
|
|
|
|
28
|
|
|
|
0
|
|
|
|
0
|
|
|
|
8
|
|
|
|
10
|
|
Foreign currency exchange rate changes
|
|
|
0
|
|
|
|
0
|
|
|
|
37
|
|
|
|
−6
|
|
|
|
0
|
|
|
|
0
|
|
|
|
37
|
|
|
|
−6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at year-end
|
|
|
414
|
|
|
|
345
|
|
|
|
386
|
|
|
|
311
|
|
|
|
4
|
|
|
|
4
|
|
|
|
804
|
|
|
|
660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status at year-end
|
|
|
−2
|
|
|
|
−1
|
|
|
|
−53
|
|
|
|
−32
|
|
|
|
−21
|
|
|
|
−16
|
|
|
|
−76
|
|
|
|
−49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recognized in the Consolidated Statement of Financial
Position:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncurrent pension assets
|
|
|
0
|
|
|
|
0
|
|
|
|
2
|
|
|
|
2
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2
|
|
|
|
2
|
|
Accrued benefit liability (current)
|
|
|
0
|
|
|
|
0
|
|
|
|
−2
|
|
|
|
−2
|
|
|
|
0
|
|
|
|
0
|
|
|
|
−2
|
|
|
|
−2
|
|
Accrued benefit liability (non-current)
|
|
|
−2
|
|
|
|
−1
|
|
|
|
−53
|
|
|
|
−32
|
|
|
|
−21
|
|
|
|
−16
|
|
|
|
−76
|
|
|
|
−49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
−2
|
|
|
|
−1
|
|
|
|
−53
|
|
|
|
−32
|
|
|
|
−21
|
|
|
|
−16
|
|
|
|
−76
|
|
|
|
−49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-53
The following weighted average assumptions were used for the
actuarial valuation of our domestic and foreign pension
liabilities as well as other post-employment benefit obligations
as at the respective measurement date:
Actuarial
Assumptions for Defined Benefit Liabilities
The assumed discount rates are derived from rates available on
high-quality corporate bonds and government bonds for which the
timing and amounts of payments match the timing and the amounts
of our projected pension payments.
The components of total expense of defined benefit plans for the
years 2010, 2009, and 2008 recognized in operating expense were
as follows:
Total
Expense of Defined Benefit Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic Plans
|
|
|
Foreign Plans
|
|
|
Other Post-Employment Plans
|
|
|
Total
|
|
millions
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Service cost
|
|
|
−4
|
|
|
|
−6
|
|
|
|
1
|
|
|
|
17
|
|
|
|
15
|
|
|
|
38
|
|
|
|
3
|
|
|
|
2
|
|
|
|
2
|
|
|
|
16
|
|
|
|
11
|
|
|
|
41
|
|
Interest cost
|
|
|
18
|
|
|
|
18
|
|
|
|
15
|
|
|
|
17
|
|
|
|
15
|
|
|
|
14
|
|
|
|
1
|
|
|
|
1
|
|
|
|
1
|
|
|
|
36
|
|
|
|
34
|
|
|
|
30
|
|
Expected return on plan assets
|
|
|
−17
|
|
|
|
−15
|
|
|
|
−14
|
|
|
|
−19
|
|
|
|
−14
|
|
|
|
−21
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
−36
|
|
|
|
−29
|
|
|
|
−35
|
|
Curtailment
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
−1
|
|
|
|
−9
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
−1
|
|
|
|
−9
|
|
Past service cost
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
−3
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
−3
|
|
|
|
0
|
|
|
|
0
|
|
Total expense
|
|
|
−3
|
|
|
|
−3
|
|
|
|
2
|
|
|
|
12
|
|
|
|
15
|
|
|
|
22
|
|
|
|
4
|
|
|
|
3
|
|
|
|
3
|
|
|
|
13
|
|
|
|
15
|
|
|
|
27
|
|
Actual return on plan assets
|
|
|
26
|
|
|
|
−3
|
|
|
|
6
|
|
|
|
18
|
|
|
|
42
|
|
|
|
−78
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
44
|
|
|
|
39
|
|
|
|
−72
|
|
Due to the fact that our domestic defined benefit plans
primarily consist of an employee-financed post-retirement plan
that is fully financed with qualifying insurance policies,
current service cost may turn into a credit as a
result of adjusting the defined benefit liabilitys
carrying amount to the fair value of the qualifying plan assets.
Such adjustments are recorded in service cost.
F-54
We have recognized the following amounts of actuarial gains and
losses for our defined benefit plans:
Actuarial
Gains (Losses) on Defined Benefit Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic Plans
|
|
|
Foreign Plans
|
|
|
Other Post-Employment Plans
|
|
|
Total
|
|
millions
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Beginning balance of actuarial gains(−) and losses(+) on
defined benefit plans
|
|
|
−10
|
|
|
|
−18
|
|
|
|
−16
|
|
|
|
53
|
|
|
|
57
|
|
|
|
0
|
|
|
|
−2
|
|
|
|
−2
|
|
|
|
−2
|
|
|
|
41
|
|
|
|
37
|
|
|
|
−18
|
|
Actuarial gains(−) and losses(+) on defined benefit plans
recognized during the period
|
|
|
4
|
|
|
|
5
|
|
|
|
−2
|
|
|
|
30
|
|
|
|
3
|
|
|
|
54
|
|
|
|
2
|
|
|
|
0
|
|
|
|
0
|
|
|
|
36
|
|
|
|
8
|
|
|
|
52
|
|
Other changes
|
|
|
0
|
|
|
|
3
|
|
|
|
0
|
|
|
|
0
|
|
|
|
−5
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
−2
|
|
|
|
0
|
|
Foreign currency exchange rate changes
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3
|
|
|
|
−2
|
|
|
|
3
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3
|
|
|
|
−2
|
|
|
|
3
|
|
Ending balance of actuarial gains(−) and losses(+) on
defined benefit plans
|
|
|
−6
|
|
|
|
−10
|
|
|
|
−18
|
|
|
|
86
|
|
|
|
53
|
|
|
|
57
|
|
|
|
0
|
|
|
|
−2
|
|
|
|
−2
|
|
|
|
80
|
|
|
|
41
|
|
|
|
37
|
|
For the determination of the total expense for the years 2010,
2009, and 2008, the projection of the defined benefit obligation
and the fair value of the plan assets as at December 31,
2010, 2009, and 2008, our actuary has used the following
principal actuarial assumptions (expressed as weighted averages
for our foreign and post-employment benefit plans):
Actuarial
Assumptions for Total Expense
Our investment strategy on domestic benefit plans is to invest
all contributions in stable insurance policies. The expected
rate of return on plan assets for our domestic benefit plans is
calculated by reference to the expected returns achievable on
the insured policies given the expected asset mix of the
policies.
The expected return assumptions for our foreign plan assets are
based on weighted average expected long-term rates of return for
each asset class, estimated based on factors such as historical
return patterns for each asset class and forecasts for
inflation. We review historical return patterns and other
relevant financial factors for appropriateness and
reasonableness and make modifications to eliminate certain
effects when considered necessary. Our foreign benefit plan
asset allocation at December 31, 2010, and our target asset
allocation for the year 2011 are as follows:
F-55
Plan
Asset Allocation for Foreign Plans and Other Post-Employment
Obligations
The investment strategies for foreign benefit plans vary
according to the respective conditions in the country in which
the benefit plans are situated. Generally, a long-term
investment horizon has been adopted for all major foreign
benefit plans. Our policy is to invest in a risk-diversified
portfolio consisting
of a mix of assets within the above target asset allocation
range.
Our expected contribution in 2011 is 1 million for
domestic defined benefit plans and 31 million for
foreign defined benefit plans, all of which is expected to be
paid in cash.
The amounts for the current year and four preceding years of
pension obligation, plan assets, funded status, and experience
adjustments are as follows:
Pension
Obligation, Plan Assets, Funded Status and Experience
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic Plans
|
|
|
Foreign Plans
|
|
|
Other Post-Employment Plans
|
|
|
Total
|
|
millions
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
Defined benefit obligation
|
|
|
416
|
|
|
|
346
|
|
|
|
314
|
|
|
|
274
|
|
|
|
261
|
|
|
|
439
|
|
|
|
343
|
|
|
|
306
|
|
|
|
287
|
|
|
|
275
|
|
|
|
25
|
|
|
|
20
|
|
|
|
18
|
|
|
|
13
|
|
|
|
16
|
|
|
|
880
|
|
|
|
709
|
|
|
|
638
|
|
|
|
574
|
|
|
|
552
|
|
Liability experience adjustments
|
|
|
13
|
|
|
|
−13
|
|
|
|
−10
|
|
|
|
−37
|
|
|
|
−17
|
|
|
|
29
|
|
|
|
31
|
|
|
|
−45
|
|
|
|
0
|
|
|
|
−5
|
|
|
|
2
|
|
|
|
0
|
|
|
|
0
|
|
|
|
−1
|
|
|
|
1
|
|
|
|
44
|
|
|
|
18
|
|
|
|
−55
|
|
|
|
−38
|
|
|
|
−21
|
|
Plan assets
|
|
|
414
|
|
|
|
345
|
|
|
|
314
|
|
|
|
272
|
|
|
|
255
|
|
|
|
386
|
|
|
|
311
|
|
|
|
261
|
|
|
|
311
|
|
|
|
288
|
|
|
|
4
|
|
|
|
4
|
|
|
|
3
|
|
|
|
0
|
|
|
|
1
|
|
|
|
804
|
|
|
|
660
|
|
|
|
578
|
|
|
|
583
|
|
|
|
544
|
|
Asset experience adjustments
|
|
|
9
|
|
|
|
−18
|
|
|
|
−8
|
|
|
|
−30
|
|
|
|
−10
|
|
|
|
−1
|
|
|
|
28
|
|
|
|
−99
|
|
|
|
−10
|
|
|
|
10
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
8
|
|
|
|
10
|
|
|
|
−107
|
|
|
|
−40
|
|
|
|
0
|
|
Funded status
|
|
|
−2
|
|
|
|
−1
|
|
|
|
0
|
|
|
|
−2
|
|
|
|
−6
|
|
|
|
−53
|
|
|
|
−32
|
|
|
|
−45
|
|
|
|
24
|
|
|
|
13
|
|
|
|
−21
|
|
|
|
−16
|
|
|
|
−15
|
|
|
|
−13
|
|
|
|
−15
|
|
|
|
−76
|
|
|
|
−49
|
|
|
|
−60
|
|
|
|
9
|
|
|
|
−8
|
|
Defined
Contribution Plans / State Plans
We also maintain domestic and foreign defined contribution
plans. Amounts contributed by us under such plans are based on a
percentage of the employees salaries or the amount of
contributions made by employees. Furthermore in Germany, as well
as in some other countries, we make contributions to public
pension plans that are operated by national or local government
or a similar institution. The expense of defined contribution
plans and state plans for the years 2010, 2009, and 2008, were
as follows:
Total
Expense of Defined Contribution Plans and State Plans
F-56
Other provisions developed in the reporting year as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
|
|
|
|
|
|
|
|
|
Acqui-
|
|
|
Utili-
|
|
|
|
|
|
Currency
|
|
|
Balance
|
|
millions
|
|
1/1/2010
|
|
|
Addition
|
|
|
Accretion
|
|
|
sition
|
|
|
zation
|
|
|
Release
|
|
|
Impact
|
|
|
12/31/2010
|
|
|
Employee-related provisions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provisions share-based compensation
|
|
|
114
|
|
|
|
42
|
|
|
|
0
|
|
|
|
18
|
|
|
|
−20
|
|
|
|
−11
|
|
|
|
4
|
|
|
|
147
|
|
Other employee-related provisions
|
|
|
138
|
|
|
|
118
|
|
|
|
0
|
|
|
|
2
|
|
|
|
−71
|
|
|
|
−21
|
|
|
|
1
|
|
|
|
167
|
|
Customer-related provisions
|
|
|
35
|
|
|
|
119
|
|
|
|
0
|
|
|
|
0
|
|
|
|
−59
|
|
|
|
−47
|
|
|
|
2
|
|
|
|
50
|
|
Restructuring provisions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee termination benefits
|
|
|
16
|
|
|
|
1
|
|
|
|
0
|
|
|
|
0
|
|
|
|
−14
|
|
|
|
0
|
|
|
|
1
|
|
|
|
4
|
|
Facility-related exit liabilities
|
|
|
28
|
|
|
|
6
|
|
|
|
1
|
|
|
|
0
|
|
|
|
−17
|
|
|
|
−11
|
|
|
|
3
|
|
|
|
10
|
|
Litigation-related provisions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TomorrowNow litigation
|
|
|
93
|
|
|
|
993
|
|
|
|
0
|
|
|
|
0
|
|
|
|
−117
|
|
|
|
0
|
|
|
|
28
|
|
|
|
997
|
|
Other litigation-related provisions
|
|
|
30
|
|
|
|
40
|
|
|
|
0
|
|
|
|
16
|
|
|
|
−34
|
|
|
|
−16
|
|
|
|
4
|
|
|
|
40
|
|
Other provisions
|
|
|
25
|
|
|
|
15
|
|
|
|
1
|
|
|
|
52
|
|
|
|
−8
|
|
|
|
−2
|
|
|
|
0
|
|
|
|
83
|
|
Total
|
|
|
479
|
|
|
|
1,334
|
|
|
|
2
|
|
|
|
88
|
|
|
|
−340
|
|
|
|
−108
|
|
|
|
43
|
|
|
|
1,498
|
|
Thereof current
|
|
|
330
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,282
|
|
Thereof non-current
|
|
|
149
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
216
|
|
For more information about our share-based compensation
programs, see Note (28).
Other employee-related provisions primarily comprise
obligations for time credits, severance payments, jubilee
expenses, and semiretirement. While most of these
employee-related provisions could be claimed within the next
12 months, we do not expect the related cash flows within
this time period.
Customer-related provisions include performance
obligations as well as expected contract losses. The associated
cash outflows are substantially short-term in nature.
Restructuring provisions comprise contract termination
costs, including those relating to the termination of lease
contracts. For more details, see Note (6). The cash outflows
associated with employee-related restructuring costs are
typically short-term in nature except for some benefits granted
to encourage early retirement in 2009. Utilization of the
portion of the facility-related restructuring provision depends
on the remaining term of the associated lease. Three million
euros of the provision is non-current.
Litigation-related provisions relate primarily to the
litigation matters described in Note (24). After taking our
lawyers advice, we have established provisions taking into
account the
facts of each case. The timing of the cash outflows associated
with legal claims cannot be reasonably determined in all cases.
The legal and litigation-related provisions assumed in 2010 in
connection with the Sybase acquisition are measured at
provisional values. For details see Note (3c). We anticipate
that part of the litigation-related expenses included in the
provisions will be recovered through insurance. As of
December 31, 2010, we have received 15 million
from insurance policies (December 31, 2009:
14 million) which will be recognized when it is
virtually certain that these amounts do not have to be repaid.
For further information about litigation-related provisions see
Note (24).
Other provisions relate mainly to asset retirement
obligations associated with leased facilities and onerous
contracts as well as warranty obligations. For asset retirement
obligations we record the present value of these obligations in
the period in which the obligation is incurred. The associated
cash outflows are generally expected to occur at the dates of
exit of the facilities to which they relate, which are typically
long-term in nature. In connection with the acquisition of
Sybase, we assumed onerous leases in the amount of
50 million. Utilization of these onerous leases
depends on the terms of the underlying lease contract. The
F-57
related outflow for the remaining other provisions is of
short-term nature.
Deferred income consists mainly of prepayments made by our
customers for support services and professional services, fees
from multiple element arrangements allocated to undelivered
elements, and amounts recorded in purchase accounting at fair
value for obligations to perform under acquired support
contracts in connection with acquisitions.
Issued
Capital
As at December 31, 2010, SAP AG had issued 1,226,822,697
no-par shares (December 31, 2009: 1,226,039,608) with a
calculated nominal value of 1 per share. All the shares
issued are fully paid. The following table shows the changes in
the number and the value of issued shares and treasury shares in
millions.
The line item Shares issued to service convertible bonds
and stock options exercised relates to the exercise of
awards granted to employees under certain share-based payment
plans and the shares purchased by employees under the Share
Matching Plan 2010 (see Note 28).
Authorized
Shares
The Articles of Incorporation authorize the Executive Board of
SAP AG (the Executive Board) to increase the issued capital:
|
|
|
|
|
Up to a total amount of 250 million through the
issuance of new common shares in return for contributions in
|
|
|
|
|
|
cash until June 7, 2015 (Authorized Capital Ia). The
issuance is subject to the statutory subscription rights of
existing shareholders.
|
|
|
|
Up to a total amount of 250 million through the
issuance of new common shares in return for contributions in
cash or in kind until June 7, 2015 (Authorized Capital
IIa). Subject to certain preconditions and the consent of the
Supervisory Board, the Executive Board is authorized to exclude
the shareholders statutory subscription rights.
|
|
|
|
Up to a total amount of 30 million through the
issuance of new common
|
F-58
|
|
|
|
|
shares in return for contributions in cash or in kind until
June 7, 2015 (Authorized Capital III). The new shares can
only be used for share-based compensation (as employee shares).
Shareholders subscription rights are excluded.
|
Contingent
Shares
SAP AGs issued capital is subject to a contingent increase
of common shares. The contingent increase may be effected only
to the extent that the holders of the convertible bonds and
stock options that were issued by SAP AG under certain
share-based payment plans (see Note 28) exercise their
conversion or subscription rights. As at December 31, 2010,
207 million, representing 207 million shares, is
still available for issuance (2009: 208 million).
Share
Premium
Share premium represents all capital contributed to SAP with the
proceeds resulting from the issuance of issued capital in excess
of their calculated par value. Share premium arises mainly from
issuance of issued capital, treasury shares transactions and
share-based compensation transactions.
Retained
Earnings
Retained earnings contain prior years undistributed profit
after tax and unrecognized pension costs. Unrecognized pension
costs comprise actuarial gains and losses relating to defined
benefit pension plans and similar obligations.
Treasury
Shares
By resolution of SAP AGs Annual General Meeting of
Shareholders held on June 8, 2010, the Executive Board of
SAP AG was authorized to acquire, on or before June 30,
2013, up to 120 million shares in the Company on the
condition that such share purchases, together with any
previously acquired shares, do not account for more than 10% of
SAP AGs issued capital. Although treasury shares are
legally considered outstanding, there are no dividend or voting
rights associated with shares held in treasury. We may redeem or
resell shares held in treasury or we may use treasury shares for
the purpose of servicing subscription rights and conversion
rights under the Companys share-based payment plans. Also,
we may use the shares held in treasury as consideration in
connection with the acquisition of other companies.
The Company purchased no SAP American depository receipts (ADRs)
in 2010, 2009, or 2008, (each ADR represents one common share of
SAP AG). The Company held no SAP ADRs as at December 31,
2010, 2009, and 2008, respectively.
Miscellaneous
Under the German Stock Corporation Act (Aktiengesetz), the total
amount of dividends available for distribution to SAP AGs
shareholders is based on the earnings of SAP AG as reported in
its statutory financial statements, which are determined under
the accounting rules stipulated by the German Commercial Code
(Handelsgesetzbuch). For the year ended December 31, 2010,
the Executive Board and the Supervisory Board of SAP AG intend
to propose a dividend of 0.60 per share (estimated to be
713 million).
Dividends per share for both 2009 and 2008 were 0.50 and
were paid in the succeeding year.
(22) ADDITIONAL
CAPITAL DISCLOSURES
Capital
Structure Management
The primary objective of our capital structure management is to
maintain a strong financial profile for investor, creditor, and
customer confidence, and to support the growth of our business.
We aim for a capital structure that gives us a high degree of
independence, security, and financial flexibility so that we
can, for example, access capital markets on reasonable terms to
satisfy funding requirements.
We currently do not have a credit rating with any agency. We do
not believe that a
F-59
rating would have a substantial effect on our current or future
borrowing conditions and financing options.
Capital
Structure
Until 2010, we were mainly equity-financed, but our debt ratio
(defined as the ratio of total liabilities to equity and
liabilities) increased to 53% at the end of 2010 (as compared to
37% at the end of 2009) mainly due to the issuance of bank
loans, bonds and private placements in connection with the
Sybase acquisition. For the same reason, the ratio of total
financial debt to equity and liabilities increased to 21% at the
end of 2010 (as compared to 5% at the end of 2009). Total
financial debt consists of bank loans, bonds, and private
placements. While we monitor those ratios continuously, our main
focus is on the management of our net liquidity position as
outlined in the following table:
Group
Liquidity of SAP Group
Our net liquidity position is defined as cash, cash equivalents,
and current investments, less financial debt, which consists of
bank loans, bonds, and private placements. Our goal is to
continuously maintain a positive net liquidity position.
However, we might deviate from that goal for a limited period of
time due to large acquisitions that require us to enter into
financing instruments. For example, this is
the case as of December 31, 2010, due to the acquisition of
Sybase, which we financed with cash on hand and significant
financial debt. We structured the maturity profile of the
additional financial debt in a balanced way, so that our target
of a positive net liquidity position could be reached as quickly
as possible given our underlying cash flow planning.
F-60
Distribution
Policy
Our goal is to remain in a position to return excess liquidity
to our shareholders by distributing annual dividends and
repurchasing shares. The amount of future dividends and the
extent of future repurchases of shares will be balanced with our
effort to continue to maintain an adequate liquidity position.
In each of 2010, 2009, and 2008, we were able to distribute
594 million in dividends from our 2009, 2008, and
2007 profit. Aside from the distributed dividend, in 2010 and
2008 we also returned 220 and
487 million respectively to our shareholders by
repurchasing our own shares (no share repurchase occurred in
2009).
Commitments exist to reissue treasury shares or issue common
shares in connection with our equity-settled share-based payment
plans as described in Note (28). In all years presented we have
satisfied and we expect to continue to satisfy commitments
resulting from our equity-settled share-based payment plans
through both reissuance of treasury shares and capital increases.
|
|
(23)
|
OTHER
FINANCIAL COMMITMENTS AND CONTINGENT LIABILITIES
|
Other
Financial Commitments
Our other financial commitments at December 31, 2010, and
2009, were as follows:
Other
Financial Commitments
Our operating leases relate primarily to the lease of office
space, hardware, and cars, with non-cancelable lease terms
between less than 1 and 15 years. On a limited scale, the
operating lease contracts include escalation clauses (based, for
example, on the consumer price index) and renewal options. The
contractual obligations for acquisition of property, plant, and
equipment, and intangible assets
relate primarily to the construction of new and existing
facilities, hardware, software, patents, office equipment and
car purchase obligations. The remaining obligations relate
mainly to marketing, consulting, maintenance, license
agreements, and other third-party agreements. Historically, the
majority of such purchase obligations have been realized.
Commitments under operating leasing contracts and purchase
obligations as at December 31, 2010, were as follows:
F-61
Other
Financial Commitments
Our rental and operating lease expenses were
267 million, 264 million, and
274 million for the years 2010, 2009, and 2008,
respectively.
Contingent
Liabilities
In the normal course of business, we usually indemnify our
customers against liabilities arising from a claim that our
software products infringe a third partys patent,
copyright, trade secret, or other proprietary rights. In
addition, we occasionally grant function or performance
guarantees in routine consulting contracts or development
arrangements. Also, our software license agreements generally
include a clause guaranteeing that the software substantially
conforms to the specifications as described in applicable
documentation for a period of six to 12 months from
delivery. Our product and service warranty liability, which is
measured based on historical experience and evaluation, is
included in other provisions (see Note (19b)).
For contingent liabilities related to litigation matters, see
Note (24).
|
|
(24)
|
LITIGATION
AND CLAIMS
|
We are subject to a variety of claims and lawsuits that arise
from time to time in the ordinary course of our business,
including proceedings and claims that relate to companies which
we have acquired, and claims that relate to customers demanding
indemnification for proceedings initiated against them based on
their use of SAP software. We will continue to vigorously defend
against all claims and lawsuits against us. We record a
provision for such matters when it is probable that we have a
present obligation that results from a past event, is reliably
estimable and the settlement of which is probable to require an
outflow of resources embodying economic benefits. For the
TomorrowNow litigation, we have recorded a provision of
997 million. We currently believe that resolving all
other claims and lawsuits against us, individually or in the
aggregate, did not and will not have a material adverse effect
on our business, financial position, profit, or cash flows.
Consequently, the provisions currently recorded for these other
claims and lawsuits are neither individually nor in aggregate
material to SAP. However, all claims and lawsuits involve risk
and could lead to significant financial and reputational damage
to the parties involved. Because of significant inherent
uncertainties related to these matters, there can be no
assurance that our business, financial position, profit or cash
flows will not be materially adversely affected nor can we
reliably estimate the maximum possible loss in case of an
unfavorable outcome.
For a description of the development of the provisions recorded
for litigation, see Note (19b).
Among the claims and lawsuits are the following:
Intellectual
Property Litigation
In October 2006, United States-based Sky Technologies LLC (Sky)
instituted legal proceedings in the United States against SAP
and Oracle. Sky alleges that SAPs products infringe one or
more of the claims in each of five patents held by Sky. In its
complaint, Sky sought unspecified monetary damages and permanent
injunctive relief. In September 2010, SAP and Sky resolved this
dispute for an
F-62
amount not material to SAPs business, financial position,
profit, or cash flows.
In January 2007, German-based CSB-Systems AG (CSB) instituted
legal proceedings in Germany against SAP. CSB alleges that
SAPs products infringe one or more of the claims of a
German patent and a German utility model held by CSB. In its
complaint, CSB has set the amount in dispute at
1 million and is seeking permanent injunctive relief.
Within these proceedings CSB is not precluded from requesting
damages in excess of the amount in dispute. In July 2007, SAP
filed its response in the legal proceedings including a nullity
action and cancellation proceeding against the patent and
utility model, respectively. The nullity hearing on the German
patent was held in January 2009 and the German court determined
that the patent is invalid. The cancellation hearing for the
utility model was held in May 2009 and the court determined that
the utility model was invalid. CSB is appealing, however, the
infringement hearing has been stayed pending the appeals.
In May 2010, CSB-Systems International, Inc. (CSB) instituted
legal proceedings in the United States against SAP. CSB alleges
that SAPs products infringe one or more of the claims in
one patent held by CSB. In its complaint, CSB seeks unspecified
monetary damages and permanent injunctive relief. The trial has
not yet been scheduled.
In March 2007, United States-based Oracle Corporation and
certain of its subsidiaries (Oracle) instituted legal
proceedings in the United States against TomorrowNow, Inc., its
parent company SAP America, Inc. and SAP Americas parent
company SAP AG (SAP). Oracle filed several amended complaints
between 2007 and 2009. As amended, the lawsuit alleges copyright
infringement, violations of the Federal Computer Fraud and Abuse
Act and the California Computer Data Access and Fraud Act,
unfair competition, intentional and negligent interference with
prospective economic advantage, and civil conspiracy. The
lawsuit alleges that SAP unlawfully copied and misappropriated
proprietary, copyrighted software products and other
confidential materials developed by Oracle to service its own
customers. The lawsuit seeks injunctive relief and monetary
damages, including punitive damages, alleged by Oracle to be in
the billions of U.S. dollars. The trial was held in
November 2010. Prior to trial, SAP AG, SAP America and
TomorrowNow stipulated to liability for certain claims, and SAP
agreed to pay Oracle US$120 million for attorneys fees.
After the trial, the jury returned a damages verdict of
US$1.3 billion. The judgment which was issued on
February 3, 2011, additionally provides for prejudgment
interest of US$15 million. The judgment amount is also
subject to postjudgment interest which accrues from the time
judgment is entered.
The jury based its verdict on the theory of a hypothetical
license, that is, the value of what TomorrowNow would have paid
if it had negotiated with Oracle a license for the copyrights
infringed by TomorrowNow. Before and during the course of the
trial, various damages amounts had been presented by the parties
to the litigation. They included the following:
a) Before the trial, Oracle had requested damages in excess
of US$3.5 billion based on alleged saved acquisition
costs; the court dismissed that damage claim based on a
pretrial motion, but Oracle has the right to appeal that
dismissal.
b) During the trial, Oracles damages experts
presented an amount of US$408 million based on lost profits
and disgorgement of infringers profit.
c) During the trial, members of Oracle management
presented, as part of their testimonies, amounts of up to
US$5 billion. Oracles damages expert presented a
damages estimate of at least US$1,655,600,000 under
a hypothetical license theory. Oracles counsel asked the
jury to award somewhere between US$1.65 and
US$3 billion.
d) During the trial, the damages expert for TomorrowNow and
SAP presented an amount of US$28 million based on lost
profits and infringers profits or, alternatively,
US$40.6 million based on a hypothetical license theory.
F-63
Counsel for SAP and TomorrowNow asked the jury to award
US$28 million.
We believed both before and during the trial and continue to
believe that the hypothetical license theory is not an
appropriate basis for calculating the damages. Instead, we
believe that damages should be based on lost profits and
infringers profits. As of the date of this report, SAP has
filed post-trial motions that ask the judge to overturn the
judgment. However, the judge has not yet decided on these
motions. Based on the outcome of the post-trial motions, SAP
will decide whether to appeal.
Additionally, in June 2007, SAP became aware that the United
States Department of Justice (U.S. DOJ) had opened an
investigation concerning related issues and had issued subpoenas
to SAP and TomorrowNow. SAP and TomorrowNow are cooperating with
the investigation and are responding to the original subpoenas
and additional subpoenas issued by the Department of Justice.
In April 2007, United States-based Versata Software, Inc.
(formerly Trilogy Software, Inc.) (Versata) instituted legal
proceedings in the United States against SAP. Versata alleges
that SAPs products infringe one or more of the claims in
each of five patents held by Versata. In its complaint, Versata
seeks unspecified monetary damages and permanent injunctive
relief. The trial was held in August 2009. The jury returned a
verdict in favor of Versata and awarded Versata
US$138.6 million for past damages. In January 2011, the
court vacated the jurys damages award and ordered a new
trial on damages in April 2011.
In August 2007, United States-based elcommerce.com, Inc.
(elcommerce) instituted legal proceedings in the United States
against SAP. elcommerce alleges that SAPs products
infringe one or more of the claims in one patent held by
elcommerce. In its complaint, elcommerce seeks unspecified
monetary damages and permanent injunctive relief. The court in
East Texas granted SAPs request to transfer the litigation
from East Texas to Pennsylvania. The trial in Pennsylvania has
not yet been scheduled.
In May 2008, United States-based InfoMentis, Inc. (InfoMentis)
instituted legal proceedings in the United States against SAP.
InfoMentis alleges copyright infringement and unfair
competition. The lawsuit sought unspecified monetary damages and
a permanent injunction. SAP filed its response in August 2008.
In August 2010, SAP and InfoMentis resolved this dispute for an
amount not material to SAPs business, financial position,
profit, or cash flows.
In February 2010, United States-based TecSec, Inc. (TecSec)
instituted legal proceedings in the United States against SAP,
Sybase, IBM and many other defendants. TecSec alleges that
SAPs products infringe one or more of the claims in five
patents held by TecSec. In its complaint, TecSec seeks
unspecified monetary damages and permanent injunctive relief.
The trial has not yet been scheduled. The legal proceedings have
been stayed against all defendants except IBM.
In April 2010, SAP instituted legal proceedings (a Declaratory
Judgment action) in the United States against Wellogix, Inc. and
Wellogix Technology Licensing, LLC (Wellogix). The lawsuit seeks
a declaratory judgment that five patents owned by Wellogix are
invalid
and/or not
infringed by SAP. The trial has not yet been scheduled. The
legal proceedings have been stayed pending the outcome of
re-examinations filed with the U.S. Patent and Trademark
Office.
Other
Litigation
In April 2008, South African-based Systems Applications
Consultants (PTY) Limited (Securinfo) instituted legal
proceedings in South Africa against SAP. Securinfo alleges that
SAP has caused one of its subsidiaries to breach a software
distribution agreement with Securinfo. In its complaint,
Securinfo seeks damages of approximately 610 million
plus interest. In September 2009, SAP filed a motion to dismiss.
The trial has been scheduled for June 2011.
In March 2008, United States-based Waste Management, Inc. (Waste
Management)
F-64
and USA Waste Management Resources, L.L.C. instituted legal
proceedings in the United States against SAP alleging several
causes of action, including but not limited to fraud, negligent
misrepresentation, and breach of contract. In April 2010, SAP
and Waste Management resolved this dispute for an amount not
material to SAPs business, financial position, profit, or
cash flows.
|
|
(25)
|
FINANCIAL
RISK FACTORS
|
We are exposed to various financial risks, such as market risks
(including foreign currency exchange rate risk, interest rate
risk, and equity price risk), credit risk, and liquidity risk.
Market
Risk
|
|
a)
|
Foreign
Currency Exchange Rate Risk
|
Foreign currency exchange rate risk is the risk of loss due to
adverse changes in foreign currency exchange rates. Under IFRS,
foreign currency exchange rate risks arise on account of
monetary financial instruments denominated in currencies other
than the functional currency where the non-functional currency
is the respective risk variable; translation risks are not taken
into consideration.
As a globally active enterprise, we are subject to risks
associated with fluctuations in foreign currencies with regard
to our ordinary operations. Since the Groups entities
mainly conduct their operating business in their own functional
currencies, our risk of exchange rate fluctuations from ongoing
ordinary operations is not considered significant. However,
occasionally we generate foreign-currency-denominated
receivables, payables, and other monetary items by transacting
in a currency other than the functional currency. To mitigate
the extent of the associated foreign currency exchange rate
risk, the majority of these transactions are hedged as described
in Note (26).
In rare circumstances, transacting in a currency other than the
functional currency also leads to embedded foreign currency
derivatives being separated and measured at fair value through
profit or loss.
In addition, SAP AG is exposed to risks associated with
forecasted intercompany cash flows in foreign currencies. These
cash flows arise out of royalty payments from SAP subsidiaries
to SAP AG. The royalties are linked to the subsidiaries
external revenue. This arrangement leads to a centralization of
the foreign currency exchange rate risk with SAP AG in Germany,
as the royalties are mostly denominated in the
subsidiaries local currencies, while the functional
currency of SAP AG is the euro. The highest foreign currency
exchange rate exposure of this kind relates to the currencies of
subsidiaries with significant operations, for example the
U.S. dollar, the pound sterling, the Japanese yen, the
Swiss franc, the Canadian dollar, and the Australian dollar.
We are not exposed to any significant foreign currency exchange
rate risk with regard to our investing and financing activities,
as such activities are generally conducted in the functional
currency of the investing or borrowing entity.
Interest-rate risks result from changes in market interest
rates, which can cause changes in the fair values of fixed-rate
instruments and in the interest to be paid or received for
variable-rate instruments. We are exposed to interest-rate risk
as a result of our investing and financing activities mainly in
the euro and US-dollar.
As at December 31, 2010, our liquidity was mainly invested
in current time deposits with fixed yields and money market
funds with variable yields, held as cash equivalents. Since we
do not account for the fixed-yield time deposits held at
year-end at fair value, we are only exposed to a cash flow
interest-rate risk with regard to our variable-rate investments,
namely money market funds, mainly in the euro area and in the
United States.
In 2010, financing activities consisted of the issuance of four
bond tranches, one acquisition term loan, one additional term
loan and two U.S. private placement notes (for more details
see Note (18b)). All four bond tranches, which have a total
volume of 2.2 billion, pay
F-65
fixed interest. The same applies to the U.S. private
placement notes with a volume of US$500 million. The
acquisition term loan taken on in connection with the
acquisition of Sybase, which was reduced from
2.64 billion to 1 billion during the third
quarter of 2010, pays variable interest based on the prevailing
EURIBOR-rates, giving rise to a cash flow risk.
In 2009, financing activities focused on the SSD, totaling
697 million. The SSD has a 149.5 million
fixed-rate tranche, and a 547.5 million variable-rate
tranche, which gives rise to a cash-flow risk, as the interest
payments are based on the prevailing EURIBOR-rates.
Equity-price risk is the risk of loss due to adverse changes in
equity markets. We are exposed to such risk with regard to our
investments in equity securities and our share-based
compensation plans.
Credit
Risk
Credit risk is the risk of economic loss of principal or
financial rewards stemming from a counterpartys failure to
repay or service debt according to the contractual obligations.
We have concluded an agreement with an
insurer to insure part of our trade receivables against credit
losses. With the exception of this transaction, we have not
executed significant agreements to reduce our overall credit
risk exposure, such as master netting arrangements. Therefore,
the total amounts recognized as cash and cash equivalents,
current investments, loans and other financial receivables, and
derivative financial assets represent our maximum exposure to
credit risks.
Liquidity
Risk
Liquidity risk results from the potential inability to meet
financial obligations, such as payments to suppliers or
employees. A maturity analysis that provides the remaining
contractual maturities of all our financial liabilities held at
December 31, 2010, is shown in the table below. Financial
liabilities shown in the table below for which repayment can be
requested by the contract partner at any time are assigned to
the earliest possible period. Variable interest payments were
calculated using the last relevant interest rate fixed as at
December 31, 2010. As we settle our derivative contracts
gross, we show the pay and receive legs separately for all our
currency and interest rate derivatives, whether or not the fair
value of the derivative is negative. The cash outflows for the
currency derivatives are translated using the applicable forward
rate.
The cash flows for unrecognized but contractually agreed
financial commitments are shown in Note (24).
F-66
Contractual
Maturities of Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
Contractual Cash Flows
|
|
millions
|
|
12/31/2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2015
|
|
|
Thereafter
|
|
|
Non-derivative financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
|
−699
|
|
|
|
−699
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Financial liabilities
|
|
|
−4,445
|
|
|
|
−145
|
|
|
|
−2,220
|
|
|
|
−667
|
|
|
|
−824
|
|
|
|
−253
|
|
|
|
−695
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial liabilities and assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency derivatives without designated hedge relationship
|
|
|
−109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
cash outflows
|
|
|
|
|
|
|
−883
|
|
|
|
−9
|
|
|
|
−9
|
|
|
|
−9
|
|
|
|
−9
|
|
|
|
−42
|
|
cash inflows
|
|
|
|
|
|
|
852
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Currency derivatives with designated hedge relationship
|
|
|
−27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
cash outflows
|
|
|
|
|
|
|
−360
|
|
|
|
−38
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
cash inflows
|
|
|
|
|
|
|
333
|
|
|
|
36
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Interest rate derivatives with designated hedge relationship
|
|
|
−10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
cash outflows
|
|
|
|
|
|
|
−12
|
|
|
|
−9
|
|
|
|
−5
|
|
|
|
−3
|
|
|
|
0
|
|
|
|
0
|
|
cash inflows
|
|
|
|
|
|
|
5
|
|
|
|
4
|
|
|
|
2
|
|
|
|
1
|
|
|
|
0
|
|
|
|
0
|
|
Derivative financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency derivatives without designated hedge relationship
|
|
|
80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
cash outflows
|
|
|
|
|
|
|
−4,502
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
cash inflows
|
|
|
|
|
|
|
4,590
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Currency derivatives with designated hedge relationship
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
cash outflows
|
|
|
|
|
|
|
−62
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
cash inflows
|
|
|
|
|
|
|
64
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
Contractual Cash Flows
|
|
millions
|
|
12/31/2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
Thereafter
|
|
|
Non-derivative financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
|
−479
|
|
|
|
−479
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Financial liabilities
|
|
|
−749
|
|
|
|
−60
|
|
|
|
−26
|
|
|
|
−441
|
|
|
|
−11
|
|
|
|
−281
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial liabilities and assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency derivatives without designated hedge relationship
|
|
|
−109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
cash outflows
|
|
|
|
|
|
|
−2,136
|
|
|
|
−3
|
|
|
|
−3
|
|
|
|
−3
|
|
|
|
−2
|
|
|
|
−13
|
|
cash inflows
|
|
|
|
|
|
|
2,053
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Currency derivatives with designated hedge relationship
|
|
|
−12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
cash outflows
|
|
|
|
|
|
|
−384
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
cash inflows
|
|
|
|
|
|
|
371
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Interest rate derivatives with designated hedge relationship
|
|
|
−5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
cash outflows
|
|
|
|
|
|
|
−12
|
|
|
|
−12
|
|
|
|
−9
|
|
|
|
−5
|
|
|
|
−3
|
|
|
|
0
|
|
cash inflows
|
|
|
|
|
|
|
4
|
|
|
|
4
|
|
|
|
3
|
|
|
|
1
|
|
|
|
1
|
|
|
|
0
|
|
Derivative financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency derivatives without designated hedge relationship
|
|
|
41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
cash outflows
|
|
|
|
|
|
|
−1,853
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
cash inflows
|
|
|
|
|
|
|
1,890
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Currency derivatives with designated hedge relationship
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
cash outflows
|
|
|
|
|
|
|
−160
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
cash inflows
|
|
|
|
|
|
|
163
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
F-67
The overall increase of cash outflows for our non-derivative
financial liabilities compared to year-end 2009 is mainly due to
our 2010 financing activities and interest payments thereon. For
more information, see Note (18b).
The overall increase of cash outflows and inflows for our
currency derivatives without designated hedging relationship is
due to an increase in the volume of hedged monetary assets and
liabilities, mainly in U.S. dollars.
|
|
(26)
|
FINANCIAL
RISK MANAGEMENT
|
We manage market risks (including foreign currency exchange rate
risk, interest rate risk, equity price risk), credit risk, and
liquidity risk on a Group-wide basis through our global treasury
department. The risk management and hedging strategy is set by
our treasury guideline and other internal guidelines, and is
subject to continuous internal risk analysis. Selected
derivatives are exclusively used for this purpose and not for
speculation, which is defined as entering into derivative
instruments without a corresponding underlying transaction.
In the following sections we provide details on the management
of each respective financial risk and our related risk exposure.
For the presentation of market risk exposure, IFRS 7 Financial
Instruments: Disclosures (IFRS 7) requires sensitivity
analyses that show the effects of hypothetical changes of
relevant risk variables on profit or other components of equity.
The periodic effects are determined by relating the hypothetical
changes in the risk variables to the balance of financial
instruments at the reporting date.
Foreign
Currency Exchange Rate Risk Management
We continually monitor our exposure to currency fluctuation
risks based on monetary items and forecasted transactions and
pursue a Group-wide strategy to manage foreign currency exchange
rate risk, using derivative financial instruments, primarily
foreign exchange forward contracts, as appropriate, with the
primary aim of reducing profit or loss volatility.
Currency
Hedges without Designated Hedge Relationship
The foreign exchange forward contracts we enter into to offset
exposure relating to foreign currency-denominated monetary
assets and liabilities from our operating activities are not
designated as being in a hedge accounting relationship, because
the realized currency gains and losses from the underlying items
are recognized in profit in the same periods as the gains and
losses from the derivatives.
Currency hedges without a designated hedge relationship also
include foreign currency derivatives embedded in non-derivative
host contracts that are separated and accounted for as
derivatives according to the requirements of IAS 39.
Currency
Hedges with Designated Hedge Relationship (Cash-Flow
Hedges)
We enter into derivative instruments, primarily foreign exchange
forward contracts, to hedge significant forecasted cash flows
(royalties) from foreign subsidiaries denominated in foreign
currencies with a defined set of hedge ratios and a hedge
horizon of up to 15 months. Specifically, we exclude the
interest component and only designate the spot rate of the
foreign exchange forward contracts as the hedging instrument to
offset anticipated cash flows relating to the subsidiaries with
significant operations, including the United States, the United
Kingdom, Japan, Switzerland, Canada, and Australia. We generally
use foreign exchange derivatives that have maturities of
15 months or less, which may be rolled over to provide
continuous coverage until the applicable royalties are received.
In 2010, net losses totaling 55 million (2009: net
losses of 18 million; 2008: net losses of
32 million) resulting from the change in the
component of the derivatives designated as hedging instruments
were taken directly to other components of equity.
For the years ended December 31, 2010 and 2009, no
previously highly probable transaction designated as a hedged
item in a foreign currency cash flow hedge relationship ceased
to
F-68
be probable. Therefore, we did not discontinue any of our cash
flow hedge relationships. Also, we identified no ineffectiveness
in 2010 and 2008 and only immaterial ineffectiveness for these
hedges in 2009. In 2010, we reclassified net losses of
44 million (2009: net losses of
37 million; 2008: net losses of
16 million) out of other components of equity to
profit or loss due to the hedged items affecting income.
Generally, the cash flows of the forecasted transactions are
expected to occur and to be recognized as profit or loss monthly
within a time frame of 15 months from the date of the
statement of financial position. It is estimated that
18 million of the net losses recognized directly in
other components of equity as at December 31, 2010, will be
reclassified to profit or loss during fiscal year 2011.
Foreign
Currency Exchange Rate Exposure
In line with our internal risk reporting process, we use the
value-at-risk
method to quantify our risk positions and to manage foreign
currency exchange rate risk. Our calculation of the
value-at-risk
includes not only all foreign currency-denominated financial
instruments but also forecasted intercompany transactions that
are scoped out of IFRS 7. As our internal calculation of
value-at-risk
is not in line with the requirements of IFRS 7, we have opted to
disclose our risk exposure based on a sensitivity analysis
considering the following:
|
|
|
|
|
Since the SAP Groups entities generally operate in their
functional currencies, the majority of our non-derivative
monetary financial instruments, such as cash and cash
equivalents, trade receivables, trade payables, loans to
employees and third parties, bank liabilities, and other
financial liabilities, are denominated in the respective
entities functional currency. Thus, a foreign currency
exchange rate risk in these transactions is nearly non-existent.
In exceptional cases and limited economic environments,
operating and financing transactions are denominated in
currencies other than the functional currency, leading to a
foreign currency
|
|
|
|
|
|
exchange rate risk for the related monetary instruments. Where
we hedge against currency impacts on cash flows, these
foreign-currency-denominated financial instruments are
economically converted into the functional currency by the use
of forward exchange contracts or options. Therefore,
fluctuations in foreign currency exchange rates neither have a
significant impact on profit nor on other components of equity
with regard to our non-derivative monetary financial instruments.
|
|
|
|
Income or expenses recorded in conjunction with the
non-derivative monetary financial instruments discussed above
are mainly recognized in the relevant entitys functional
currency. Therefore, fluctuations in foreign currency exchange
rates neither have a significant impact on profit nor on other
components of equity in this regard.
|
|
|
|
Our free-standing derivatives designed for hedging foreign
currency exchange rate risks almost completely balance the
changes in the fair values of the hedged item attributable to
exchange rate movements in the Consolidated Income Statements in
the same period. As a consequence, the hedged items and the
hedging instruments are not exposed to foreign currency exchange
rate risks, and thereby have no effect on profit or other
components of equity.
|
Consequently, we are only exposed to foreign currency exchange
rate fluctuations with regard to:
|
|
|
|
|
Derivatives held within a designated cash-flow hedging
relationship, and
|
|
|
|
Foreign currency embedded derivatives.
|
With respect to the nominal amounts of derivatives held within a
designated cash-flow hedging relationship and foreign currency
embedded derivatives, the data at year-end is
F-69
not representative of the exposure during the year as a whole.
On average, our exposure to foreign currency exchange rate risk
in 2010 was based on nominal amounts of 881 million,
with a range of exposure on nominal amounts from a high of
954 million to a low of 815 million, which
was also the year-end exposure.
As mentioned above, the interest element, which is not part of
the assigned cash flow hedging relationship and is posted to
profit or loss, is not affected by currency fluctuations. As we
do not have a significant exposure to a single currency in our
derivatives held within a designated cash-flow hedging
relationship, we disclose our exposure to our major currencies
(as described in Note 26) in total. If, on
December 31, 2010, the euro had gained (lost) 10% against
all our major currencies, the effective portion of the foreign
currency cash-flow hedge recorded in other components of equity
would have been 46 million higher (lower)
(December 31, 2009: 55 million higher (lower);
December 31, 2008: 68 million higher (lower))
than presented.
With respect to our foreign currency embedded derivatives, any
changes in the value of such derivatives is recorded in profit
or loss. If, on December 31, 2010, the euro had gained
(lost) 10% against the Swiss franc (which is the currency
accounting for the majority of our exposure from foreign
currency embedded derivatives), the effect on other
non-operating expense, net would have been 42 million
higher (lower) (December 31, 2009: 38 million
higher (lower); December 31, 2008: 40 million
higher (lower)) than presented.
Our sensitivity to foreign currency exchange rate fluctuations
has decreased during the current period, mainly due to the
reduction of the nominal amounts hedged in a cash-flow hedging
relationship.
Interest-Rate
Risk Management
The primary aim of our interest-rate risk management is to
reduce profit or loss volatility by creating a balanced
structure of fixed and variable cash flows. We therefore manage
interest rate risks by adding interest rate-related derivative
instruments to a given portfolio of investments and debt
financing.
The majority of our financial debt carries a fixed interest rate
but approximately 1.6 billion in financial
liabilities carry floating interest rates. To hedge the
cash-flow risk resulting from fluctuations in future interest
payments for the variable-rate tranches of the German promissory
notes (SSD), which have a nominal value of
548 million, we entered into interest rate payer
swaps. With these instruments, we are economically converting
the underlying floating rate into a fixed rate, as the changes
in the cash flows of the hedged items resulting from changes in
EURIBOR are offset against the changes in the cash flows of the
interest rate swaps. On December 31, 2010, the nominal
volume of the interest rate payer swaps covered the total volume
of the variable-rate tranches of the SSD. The cash flow risk
resulting from fluctuations in future payments relating to the
outstanding balance of 1.1 billion of the acquisition
and the additional term loan as at December 31, 2010, was
not hedged.
Including interest rate swaps included, approximately 75% (2009:
100%) of our total interest-bearing financial liabilities
outstanding as at December 31, 2010, had a fixed interest
rate. The remaining interest rate risk exposure brought on by
the variable-rate unhedged financing liabilities (primarily the
acquisition term loan) virtually offset the interest rate risk
exposure resulting from the variable rate cash equivalents we
had as at December 31, 2010, with similar yield, amount,
and remaining term of the financial instrument.
In addition to their offsetting, due to the short maturities of
both our investments (see Note (13)) and the acquisition term
loan (see Note (18b)), the amount of remaining interest-rate
risk related to these positions is not significant.
Derivatives
with Designated Hedge Relationship (Cash-Flow
Hedges)
As at December 31, 2010, we held interest rate derivatives
with a designated hedge
F-70
relationship that had a negative fair value of
10 million (2009: 5 million), for which in
2010 net losses of 10 million (2009:
14 million net losses; 2008: 15 million
net losses) were recorded in other components of equity due to
the designation as cash-flow hedging instruments. In 2010, we
reclassified net losses
of 6 million (2009: net losses of
26 million; 2008: 0 million) out of other
components of equity to finance income, net due to the hedged
items affecting income. We did not record any
ineffectiveness for these hedges for the fiscal years 2010,
2009, and 2008.
The following table shows the contractual maturities of the cash
flows for the SSD interest payments:
Interest
Rate Exposure
A sensitivity analysis is provided to show our interest rate
risk exposure on December 31, 2010, considering the
following:
|
|
|
|
|
Changes in interest rates only affect non-derivative fixed-rate
financial instruments if they are recognized at fair value.
Therefore, we do not have a fair value risk in our
non-derivative financial liabilities as we account for them at
amortized cost. On December 31, 2010, we did not have
non-derivative fixed-rate financial assets classified as
available-for-sale.
Therefore, an equity-related sensitivity calculation is not
necessary. As our investment portfolio did not contain
fixed-rate financial assets during 2010, the data at year-end is
representative of the entire year of 2010.
|
|
|
|
Income or expenses recorded in conjunction with non-derivative
financial instruments with variable interest rates are subject
to interest rate risk if they are not hedged items in an
effective hedging relationship. Since we have entered into
interest rate payer swaps for the variable components of the
SSD, we therefore have no significant interest-rate risk arising
from our SSD and only take into consideration
|
|
|
|
|
|
interest rate changes relating to our variable-interest-rate
investments and acquisition term loan in the profit-related
sensitivity calculation.
|
|
|
|
|
|
With respect to the invested amounts, the data at year-end is
not representative of the year as a whole. On average, our
exposure to cash flow interest rate risk from investments in
2010 was based on investments of 776 million, with a
range of exposure on investments from a high of
1.1 billion to a low of 371 million. The
year-end exposure was 874 million.
|
|
|
|
With respect to the financed amounts, the data at year-end is
not representative of the year as a whole. Significant debt
amounts from the acquisition term loan raised in connection with
the acquisition of Sybase were refinanced in 2010. On average,
our exposure to cash flow interest rate risk from financing
activities in 2010 was based on interest-bearing liabilities of
711 million, with a range of exposure from a high of
2.74 billion to a low of 7 million. The
year-end exposure was 1.1 billion.
|
|
|
|
|
|
Due to the designation of interest rate payer swaps to a cash
flow-hedge relationship, the interest rate changes affect the
respective amounts recorded
|
F-71
|
|
|
|
|
in other components of equity. The movements related to the
interest rate swaps variable leg are not reflected in the
sensitivity calculation, as they offset the
variable-interest-rate payments for the SSD. We therefore only
consider interest rate sensitivity in discounting the interest
rate swaps fixed leg cash flows in the equity-related
sensitivity calculation for the interest rate swaps designated
to be in a hedge relationship.
|
|
|
|
|
|
With respect to the borrowing and related hedged amounts, the
data at year-end is representative for the year as a whole.
|
While in 2008 we used a yield curve shift of
+100/-100 basis points, the 2010 and 2009 sensitivity
analyses are - due to the current low interest rate
level-based on a yield curve shift of +100/-20 basis points
to avoid negative interest rates. If, on December 31, 2010
and 2009, interest rates had been 100 basis points higher
(20 basis points lower) (2008: 100 basis points higher
(lower)), this would not have had a material effect on:
|
|
|
The gains/losses on
available-for-sale
financial assets positions in other components of equity.
|
|
|
Finance income, net for our variable-interest-rate investments
and financial debt.
|
|
|
The effective portion of the interest rate cash-flow hedge in
other components of equity.
|
Equity-Price
Risk Management
Our investments in equity instruments with quoted market prices
in active markets (2010: 28 million; 2009:
25 million) are monitored based on the current market
value that is affected by the fluctuation in the volatile stock
markets worldwide. An assumed 20% increase (decrease) in equity
prices as at December 31, 2010, would not have a material
impact on the value of our investments in marketable securities
and the corresponding entries in other components of equity.
We are exposed to equity price risk with regard to our
share-based payment plans. In order to reduce resulting profit
or loss volatility, we hedge certain cash flow exposures
associated with these plans through the purchase of derivative
instruments, but do not establish a designated hedge
relationship. While the underlying share-based payment plans are
not within the scope of IFRS 7 and thus the resulting equity
price risk is not required to be analyzed, the derivative
instruments used to hedge these plans are. Nevertheless, in our
sensitivity analysis we include the underlying share-based
payment plans and the hedging instruments. Thus, we base the
calculation on our net exposure to equity prices as we believe
taking only the derivative instrument into account would not
properly reflect our equity price risk exposure. An assumed 20%
increase (decrease) in equity prices as at December 31,
2010, would have increased (decreased) our share-based
compensation expenses by 53 million (2009:
46 million; 2008: 41 million).
Credit
Risk Management
To mitigate the credit risk for our investing activities and
derivative financial assets, we conduct all our activities only
with approved major financial institutions and issuers that
carry high external ratings, as required by our internal
treasury guideline. Among its stipulations, the guideline
requires that we invest only in assets from issuers with a
minimum rating of at least A-. The weighted average rating of
our financial assets is in the range from AA- to A+. We pursue a
policy of cautious investments characterized by predominantly
current investments, standard investment instruments, as well as
a wide portfolio diversification by doing business with a
variety of counterparties. In addition, the concentration of
credit risk that exists when counterparties are involved in
similar activities by instrument, sector, or geographic area is
further mitigated by diversification of counterparties
throughout the world and adherence to an internal limit system
for each counterparty. This internal limit system stipulates
that the business volume with individual counterparties is
restricted to a defined limit, which depends on the lowest
official long-term credit rating available by at
F-72
least one of the major rating agencies, or participation in the
German Depositors Guarantee Fund or similar protection
schemes. We continuously monitor strict compliance with these
counterparty limits. As the premium for credit default swaps
mainly depends on the market participants assessments of
the creditworthiness of a debtor, we also closely observe the
development of CDS spreads in the market to evaluate probable
risk developments to timely react to changes if these should
manifest.
The default risk of our trade receivables is managed separately,
mainly based on assessing the creditworthiness of customers
through external ratings and our historical experience with
respective customers, and it is partially covered by merchandise
credit insurance. Outstanding receivables are continuously
monitored locally. Credit risks are accounted for through
individual and portfolio allowances (described in detail in Note
(3)). The impact of default on our trade receivables from
individual customers is mitigated by our large customer base and
its distribution across many different industries and countries
worldwide. For further information about our trade receivables,
see Note (15). For information about the maximum exposure to
credit risk, see Note (25).
Liquidity
Risk Management
Our liquidity is managed by our global treasury department with
the primary aim of maintaining liquidity at a level that is
adequate to meet our financial obligations.
Our primary source of liquidity is funds generated from our
business operations, which have historically been the primary
source of the liquid funds needed to maintain our investing and
financing strategy. The majority of our subsidiaries pool their
cash surplus to our global treasury department, which then
arranges to fund other subsidiaries requirements or invest
any net surplus in the market, seeking to optimize yields, while
ensuring liquidity, by investing only with counterparties and
issuers of high credit quality, as explained above. Hence, high
levels of liquid assets and marketable securities provide a
strategic reserve, helping keep SAP flexible, sound, and
independent.
Apart from effective working capital and cash management, we
have reduced the liquidity risk inherent in managing our
day-to-day
operations and meeting our financing responsibilities by
arranging an adequate volume of available credit facilities with
various financial institutions on which we can draw if necessary.
In order to retain high financial flexibility, as at
December 15, 2010, SAP AG entered into a
1.5 billion syndicated credit facility agreement with
an initial term of five years ending in December 2015,
effectively replacing the 1.5 billion syndicated
revolving credit facility signed in September 2009. The use of
the facility is not restricted by any financial covenants.
Borrowings under the facility bear interest of EURIBOR or LIBOR
for the respective currency plus a margin of 45 basis
points to 75 basis points, depending on the amount drawn.
We are also required to pay a commitment fee of 15.75 basis
points per annum on the unused available credit. As at
December 31, 2010, there were no borrowings outstanding
under the facility.
Additionally, as at December 31, 2010, and 2009, SAP AG had
available lines of credit totaling 545 million and
545 million, respectively. As at December 31,
2010, and 2009, there were no borrowings outstanding under these
lines of credit. As at December 31, 2010, and 2009, certain
subsidiaries had lines of credit available that allowed them to
borrow in local currencies at prevailing interest rates up to
60 million and 51 million, respectively.
Total aggregate borrowings under these lines of credit amounted
to 1 million and 6 million as at
December 31, 2010, and 2009, respectively.
|
|
(27)
|
ADDITIONAL
FAIR VALUE DISCLOSURES ON FINANCIAL INSTRUMENTS
|
Fair
Value of Financial Instruments
We use various types of financial instruments in the ordinary
course of business which are grouped into the following
categories: loans and receivables (L&R),
available-for-sale
(AFS), held for trading (HFT) and amortized cost (AC).
F-73
The carrying amounts and fair values of our financial
instruments as at December 31 were as follows:
Fair
Values of Financial Instruments
|
|
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|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
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|
|
|
|
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|
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|
2010
|
|
|
2009
|
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|
Measurement categories
|
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|
Measurement categories
|
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|
Book
|
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|
At
|
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|
|
|
|
At
|
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|
Fair
|
|
|
Not in
|
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|
Book
|
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|
At
|
|
|
|
|
|
At
|
|
|
Fair
|
|
|
Not in
|
|
|
|
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|
Value
|
|
|
Amortized
|
|
|
At
|
|
|
Fair
|
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|
Value
|
|
|
Scope of
|
|
|
Value
|
|
|
Amortized
|
|
|
At
|
|
|
Fair
|
|
|
Value
|
|
|
Scope of
|
|
millions
|
|
Category
|
|
12/31
|
|
|
Cost
|
|
|
Cost
|
|
|
Value
|
|
|
12/31
|
|
|
IFRS 7
|
|
|
12/31
|
|
|
Cost
|
|
|
Cost
|
|
|
Value
|
|
|
12/31
|
|
|
IFRS 7
|
|
|
Assets
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
L&R
|
|
|
3,518
|
|
|
|
3,518
|
|
|
|
|
|
|
|
|
|
|
|
3,518
|
|
|
|
|
|
|
|
1,884
|
|
|
|
1,884
|
|
|
|
|
|
|
|
|
|
|
|
1,884
|
|
|
|
|
|
Trade receivables
|
|
L&R
|
|
|
3,177
|
|
|
|
3,031
|
|
|
|
|
|
|
|
|
|
|
|
3,031
|
|
|
|
146
|
|
|
|
2,598
|
|
|
|
2,508
|
|
|
|
|
|
|
|
|
|
|
|
2,508
|
|
|
|
90
|
|
Other financial assets
|
|
|
|
|
633
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
770
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
|
|
L&R/AFS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
AFS/
|
|
|
|
|
|
|
|
|
|
|
79
|
|
|
|
28
|
|
|
|
28
|
|
|
|
40
|
|
|
|
|
|
|
|
|
|
|
|
62
|
|
|
|
25
|
|
|
|
25
|
|
|
|
27
|
|
Other nonderivative financial assets
|
|
L&R
|
|
|
|
|
|
|
188
|
|
|
|
|
|
|
|
|
|
|
|
188
|
|
|
|
182
|
|
|
|
|
|
|
|
499
|
|
|
|
|
|
|
|
|
|
|
|
499
|
|
|
|
91
|
|
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
with hedging relationship
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|
|
3
|
|
|
|
|
|
without hedging relationship
|
|
HFT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
113
|
|
|
|
113
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63
|
|
|
|
63
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
AC
|
|
|
−952
|
|
|
|
−699
|
|
|
|
|
|
|
|
|
|
|
|
−699
|
|
|
|
−253
|
|
|
|
−673
|
|
|
|
−479
|
|
|
|
|
|
|
|
|
|
|
|
−479
|
|
|
|
−194
|
|
Financial liabilities
|
|
|
|
|
−4,591
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
−875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonderivative financial liabilities
|
|
AC
|
|
|
|
|
|
|
−4,445
|
|
|
|
|
|
|
|
|
|
|
|
−4,463
|
|
|
|
|
|
|
|
|
|
|
|
−749
|
|
|
|
|
|
|
|
|
|
|
|
−751
|
|
|
|
|
|
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
with hedging relationship
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
−37
|
|
|
|
−37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
−17
|
|
|
|
−17
|
|
|
|
|
|
without hedging relationship
|
|
HFT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
−109
|
|
|
|
−109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
−109
|
|
|
|
−109
|
|
|
|
|
|
Aggregation according to IAS 39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at fair value through profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
held for trading
|
|
HFT
|
|
|
113
|
|
|
|
|
|
|
|
|
|
|
|
113
|
|
|
|
113
|
|
|
|
|
|
|
|
63
|
|
|
|
|
|
|
|
|
|
|
|
63
|
|
|
|
63
|
|
|
|
|
|
available-for-sale
|
|
AFS
|
|
|
107
|
|
|
|
|
|
|
|
79
|
|
|
|
28
|
|
|
|
28
|
|
|
|
|
|
|
|
87
|
|
|
|
|
|
|
|
62
|
|
|
|
25
|
|
|
|
25
|
|
|
|
|
|
loans and receivables
|
|
L&R
|
|
|
6,883
|
|
|
|
6,737
|
|
|
|
|
|
|
|
|
|
|
|
6,737
|
|
|
|
146
|
|
|
|
4,981
|
|
|
|
4,891
|
|
|
|
|
|
|
|
|
|
|
|
4,891
|
|
|
|
90
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at fair value through profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
held for trading
|
|
HFT
|
|
|
−109
|
|
|
|
|
|
|
|
|
|
|
|
−109
|
|
|
|
−109
|
|
|
|
|
|
|
|
−109
|
|
|
|
|
|
|
|
|
|
|
|
−109
|
|
|
|
−109
|
|
|
|
|
|
at amortized cost
|
|
AC
|
|
|
−5,397
|
|
|
|
−5,144
|
|
|
|
|
|
|
|
|
|
|
|
−5,162
|
|
|
|
−253
|
|
|
|
−1,422
|
|
|
|
−1,228
|
|
|
|
|
|
|
|
|
|
|
|
−1,230
|
|
|
|
−194
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Out of IAS 39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial instruments related to employee benefit plans
|
|
|
|
|
182
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
182
|
|
|
|
91
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91
|
|
Associates
|
|
|
|
|
40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40
|
|
|
|
27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives with hedging relationship
|
|
|
|
|
−34
|
|
|
|
|
|
|
|
|
|
|
|
−34
|
|
|
|
−34
|
|
|
|
|
|
|
|
−14
|
|
|
|
|
|
|
|
|
|
|
|
−14
|
|
|
|
−14
|
|
|
|
|
|
Determination
of Fair Values
IAS 39 defines fair value as the amount for which an asset could
be exchanged, or a liability settled, between knowledgeable,
willing parties in an arms length transaction.
Accordingly, best evidence of fair value provides quoted prices
in an active market. Where market prices are not readily
available, valuation techniques have to be used to establish
fair value. We have classified our financial
instruments into those that are measured at fair value and those
that are measured at cost or amortized cost.
Financial Instruments Measured at Fair Value
Depending on the inputs used for determining fair value, we have
categorized our financial instruments at fair value into a
three-level fair value hierarchy as mandated by IFRS 7.
F-74
The fair value hierarchy gives the highest priority to quoted
prices in active markets for identical assets or liabilities
(Level 1) and the lowest priority to unobservable
inputs (Level 3). The inputs used to measure fair value for
one single instrument may fall into different levels of the fair
value hierarchy. In such cases, the level in the fair value
hierarchy within which the fair value measurement in its
entirety falls has been determined based on the lowest level
input that is significant to the fair value measurement in its
entirety. Our assessment of the significance of a particular
input to the fair value measurement in its entirety requires
judgment, and considers factors specific to the asset or
liability.
The levels of the fair value hierarchy, its application to our
financial assets and liabilities, and the respective
determination of fair value are described below:
|
|
|
Level 1: Quoted prices in active markets
for identical assets or liabilities.
|
|
|
|
|
|
Available-for-sale
debt and equity investments: The fair values of
these marketable securities are based on quoted market prices as
at December 31.
|
|
|
|
Level 2: Inputs other than those that can
be observed, either directly or indirectly, such as quoted
prices in active markets for similar assets or liabilities,
quoted prices for identical or similar assets or liabilities in
markets that are not active, or other inputs that are observable
or can be corroborated by observable market data for
substantially the full term of the assets or liabilities.
|
|
|
|
|
|
Derivative financial instruments: The fair
value of foreign exchange forward contracts is based on
discounting the expected future cash flows over the respective
remaining term of the contracts using the respective deposit
interest rates and spot rates. The fair value of the derivatives
entered into to hedge our share-based compensation programs are
calculated considering risk-free interest rates, the remaining
term of the derivatives, the dividend yields, the stock price
and the volatility of our share. Fair values of our derivative
interest-rate contracts are calculated by discounting the
expected future cash flows by taking the prevailing market and
future rates for the remaining term of the contracts as a basis.
|
|
|
|
Available-for-sale
equity investments in public companies: Certain
of our equity investments in public companies were restricted
from being sold for a limited period. Therefore, fair value is
determined based on quoted market prices as at December 31,
deducting a discount for the disposal restriction based on the
premium for a respective put option.
|
|
|
|
Level 3: Unobservable inputs that are
supported by little or no market activity and that are
significant to the fair value of the assets or liabilities.
|
F-75
The following table allocates those financial assets and
liabilities that are measured at fair value in accordance with
IAS 39 either through profit or loss or other components of
equity as at December 31, 2010, to the three levels of the
fair value hierarchy according to IFRS 7.
Classification
of Financial Instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
millions
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt investments
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Equity investments
|
|
|
1
|
|
|
|
27
|
|
|
|
0
|
|
|
|
28
|
|
|
|
1
|
|
|
|
24
|
|
|
|
0
|
|
|
|
25
|
|
Available-for-sale
financial assets
|
|
|
1
|
|
|
|
27
|
|
|
|
0
|
|
|
|
28
|
|
|
|
1
|
|
|
|
24
|
|
|
|
0
|
|
|
|
25
|
|
Derivative financial assets
|
|
|
0
|
|
|
|
116
|
|
|
|
0
|
|
|
|
116
|
|
|
|
0
|
|
|
|
66
|
|
|
|
0
|
|
|
|
66
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1
|
|
|
|
143
|
|
|
|
0
|
|
|
|
144
|
|
|
|
1
|
|
|
|
90
|
|
|
|
0
|
|
|
|
91
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial liabilities
|
|
|
0
|
|
|
|
146
|
|
|
|
0
|
|
|
|
146
|
|
|
|
0
|
|
|
|
126
|
|
|
|
0
|
|
|
|
126
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
0
|
|
|
|
146
|
|
|
|
0
|
|
|
|
146
|
|
|
|
0
|
|
|
|
126
|
|
|
|
0
|
|
|
|
126
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Instruments Measured at Cost/at Amortized
Cost
The fair values of these financial instruments are determined as
follows:
|
|
|
|
|
Cash and cash equivalents, trade receivables, other
non-derivative financial assets: Because the
financial assets are primarily short-term, it is assumed that
their carrying values approximate their fair values.
Non-interest-bearing or below market-rate non-current loans to
third parties or employees are discounted to the present value
of estimated future cash flows using the original effective
interest rate the respective borrower would have to pay to a
bank for a similar loan.
|
|
|
|
Available-for-sale
equity investments in private companies: For
these investments in equity instruments primarily consisting of
venture capital investments, fair values cannot readily be
observed as they do not have a quoted market price in an active
market. Also, calculating fair value by discounting estimated
future cash flows is not possible as a determination of cash
flows is not
|
|
|
|
|
|
reliable. Therefore, such investments are accounted for at cost
approximating fair value, with impairment being assessed based
on revenue multiples of similar companies and review of each
investments cash position, financing needs, earnings and
revenue outlook, operational performance, management and
ownership changes, and competition.
|
|
|
|
Accounts payable and non-derivative financial
liabilities: Non-derivative financial liabilities
include financial debt and other non-derivative financial
liabilities. Accounts payable and other non-derivative financial
liabilities are mainly short-term, and thus their fair values
approximate their carrying values. The carrying values of
financial debt with variable interest rates generally
approximate the fair values. The fair value of fixed-rate
financial debt is based on quoted market prices or determined by
discounting the cash flows using the market interest rates on
December 31.
|
F-76
|
|
(28)
|
SHARE-BASED
PAYMENT PLANS
|
SAP has granted awards under various cash-settled and
equity-settled share-based compensation plans to its directors
and employees. All of these programs are described in the
following sections.
|
|
a)
|
Cash-Settled
Share-Based Payment Plans
|
SAPs stock appreciation rights are cash-settled
share-based payment plans and include
the following programs, which are described in detail below:
Stock Appreciation Rights (STAR) program, STAR Performance Plan
2009 (STAR PP), Incentive 2010, Virtual Stock Option Plan (SOP)
program, SOP Performance Plan 2009 (SOP PP), Virtual
Stock Option Plan 2010 (SOP 2010), BO Rights (former
Business Objects awards assumed in connection with the Business
Objects acquisition in 2008) and Sybase Rights (former
Sybase awards assumed in connection with the Sybase acquisition
in 2010).
The following parameters and assumptions were used for the
computation of the fair value at grant date:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value and Parameters at Grant Date by Plan
|
|
|
|
|
|
2010
|
|
2009
|
|
2008
|
|
|
SOP
|
|
Sybase
|
|
STAR
|
|
SOP
|
|
|
|
Incentive
|
|
|
|
BO
|
|
|
2010
|
|
Rights(1)
|
|
PP
|
|
PP
|
|
STAR
|
|
2010
|
|
SOP
|
|
Rights(1)
|
|
Weighted average fair value
|
|
6.46
|
|
50.07
|
|
3.53
|
|
5.62
|
|
3.26
|
|
4.93
|
|
7.11
|
|
20.98
|
Expected life (in years)
|
|
5.8
|
|
1.5
|
|
2.3
|
|
4.6
|
|
2.5
|
|
2.9
|
|
4.8
|
|
3.3
|
Risk-free interest rate
|
|
1.63%
|
|
N/A
|
|
1.55%
|
|
2.39%
|
|
3.21%
|
|
3.54%
|
|
3.43%
|
|
3.42% to 3.74%
|
Grant price of SAP share
|
|
35.48
|
|
N/A
|
|
28.00
|
|
28.00
|
|
32.69
|
|
36.15
|
|
32.69
|
|
N/A
|
Share price of SAP share
|
|
35.45
|
|
N/A
|
|
28.23
|
|
28.23
|
|
31.61
|
|
31.45
|
|
31.61
|
|
32.28
|
Expected volatility of SAP shares
|
|
26.9%
|
|
N/A
|
|
39.9%
|
|
35.0%
|
|
31.8%
|
|
29.6%
|
|
30.0%
|
|
29.0%
|
Expected dividend yield of SAP shares
|
|
1.65%
|
|
N/A
|
|
1.76%
|
|
1.76%
|
|
1.74%
|
|
1.56%
|
|
1.74%
|
|
1.30%
|
Grant price of reference index
|
|
N/A
|
|
N/A
|
|
97.54
|
|
97.54
|
|
N/A
|
|
165.59
|
|
N/A
|
|
N/A
|
Share price of reference index
|
|
N/A
|
|
N/A
|
|
108.82
|
|
108.82
|
|
N/A
|
|
191.12
|
|
N/A
|
|
N/A
|
Expected volatility of reference index
|
|
N/A
|
|
N/A
|
|
35.8%
|
|
25.2%
|
|
N/A
|
|
15.9%
|
|
N/A
|
|
N/A
|
Expected dividend yield of reference index
|
|
N/A
|
|
N/A
|
|
1.10%
|
|
1.06%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
Expected correlation SAP share/reference index
|
|
N/A
|
|
N/A
|
|
38.1%
|
|
36.5%
|
|
N/A
|
|
33.0%
|
|
N/A
|
|
N/A
|
|
|
|
(1) |
|
Fair value at acquisition date
|
F-77
As at December 31, 2010, the valuation of our outstanding
cash-settled plans was based on the following parameters and
assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value and Parameters Used at Dec 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BO
|
|
Sybase
|
|
|
STAR
|
|
STAR PP
|
|
SOP
|
|
SOP PP
|
|
SOP 2010
|
|
Rights
|
|
Rights
|
|
Option pricing model used
|
|
Monte-Carlo
|
|
Monte-Carlo
|
|
Binomial
|
|
Monte-Carlo
|
|
Monte-Carlo
|
|
Binomial
|
|
None
|
Range of grant dates
|
|
03/2007
|
|
05/2009
|
|
03/2007
|
|
05/2009
|
|
09/2010
|
|
02/1998
|
|
07/2010
|
|
|
04/2008
|
|
|
|
04/2008
|
|
|
|
|
|
01/2008
|
|
|
Quantity of awards issued in thousands
|
|
37,202
|
|
16,029
|
|
15,664
|
|
10,321
|
|
5,397
|
|
5,162
|
|
745
|
Weighted average fair value as at Dec 31, 2010
|
|
0.13
|
|
0.01
|
|
4.58
|
|
4.60
|
|
7.74
|
|
14.79
|
|
48.65
|
Weighted average intrinsic value as at Dec 31, 2010
|
|
0.13
|
|
0.00
|
|
1.19
|
|
0.00
|
|
0.00
|
|
14.14
|
|
48.65
|
Expected life as at Dec 31, 2010 (in years)
|
|
0.1
|
|
0.7
|
|
1.7
|
|
3.1
|
|
5.5
|
|
2.4
|
|
1.1
|
Risk-free interest rate (depending on maturity)
|
|
N/A
|
|
0.56%
|
|
0.56% to 0.87%
|
|
1.24%
|
|
1.97% to 2.56%
|
|
0.75%
|
|
N/A
|
Expected volatility SAP shares
|
|
N/A
|
|
24.4%
|
|
22.7% to 26.4%
|
|
26.8%
|
|
26.3% to 26.7%
|
|
34.0%
|
|
N/A
|
Expected dividend yield SAP shares
|
|
N/A
|
|
1.79%
|
|
1.79%
|
|
1.79%
|
|
1.79%
|
|
1.75%
|
|
N/A
|
Share price of reference index
|
|
N/A
|
|
165.74
|
|
N/A
|
|
165.74
|
|
N/A
|
|
N/A
|
|
N/A
|
Expected volatility reference index
|
|
N/A
|
|
11.9%
|
|
N/A
|
|
29.4%
|
|
N/A
|
|
N/A
|
|
N/A
|
Expected dividend yield reference index
|
|
N/A
|
|
1.11%
|
|
N/A
|
|
1.15%
|
|
N/A
|
|
N/A
|
|
N/A
|
Expected correlation SAP share/reference index
|
|
N/A
|
|
7.9%
|
|
N/A
|
|
37.4%
|
|
N/A
|
|
N/A
|
|
N/A
|
Expected volatility of the SAP share price is based on a mixture
of implied volatility from traded options with corresponding
lifetimes and exercise prices as well as historical volatility
with the same expected life as the options granted. For the STAR
PP and the SOP PP valuation, the expected volatility of the
Tech Peer Group Index (ISIN DE000A0YKR94) (TechPGI) is based on
the
historical volatility derived from the index price history.
Expected life of the options reflects both the contractual term
and the expected, or historical, exercise behavior. The
risk-free interest rate is derived from German government bonds
with a similar duration. Dividend yield is based on expectations
of future dividends.
F-78
The number of awards under our cash-settled plans developed as
follows in the years ended December 31, 2010, 2009, and
2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in Numbers of Outstanding Awards (000)
|
|
|
|
|
|
|
|
|
|
|
STAR
|
|
|
Incentive
|
|
|
|
|
|
SOP
|
|
|
SOP
|
|
|
BO
|
|
|
Sybase
|
|
|
|
STAR
|
|
|
PP
|
|
|
2010
|
|
|
SOP
|
|
|
PP
|
|
|
2010
|
|
|
Rights
|
|
|
Rights
|
|
|
Outstanding as of 12/31/2007
|
|
|
24,879
|
|
|
|
N/A
|
|
|
|
1,157
|
|
|
|
6,698
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted in 2008
|
|
|
18,517
|
|
|
|
N/A
|
|
|
|
134
|
|
|
|
8,650
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
5,162
|
|
|
|
N/A
|
|
Exercised/paid in 2008
|
|
|
−4,037
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
−1,720
|
|
|
|
N/A
|
|
Expired in 2008
|
|
|
0
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
N/A
|
|
Forfeited in 2008
|
|
|
−2,125
|
|
|
|
N/A
|
|
|
|
−124
|
|
|
|
−862
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
−479
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of 12/31/2008
|
|
|
37,234
|
|
|
|
N/A
|
|
|
|
1,167
|
|
|
|
14,486
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
2,963
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted in 2009
|
|
|
0
|
|
|
|
16029
|
|
|
|
0
|
|
|
|
0
|
|
|
|
10321
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
N/A
|
|
Exercised/paid in 2009
|
|
|
−2,943
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
−704
|
|
|
|
N/A
|
|
Expired in 2009
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
N/A
|
|
Forfeited in 2009
|
|
|
−2,620
|
|
|
|
−518
|
|
|
|
−66
|
|
|
|
−998
|
|
|
|
−243
|
|
|
|
N/A
|
|
|
|
−372
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of 12/31/2009
|
|
|
31,671
|
|
|
|
15,511
|
|
|
|
1,101
|
|
|
|
13,488
|
|
|
|
10,078
|
|
|
|
N/A
|
|
|
|
1,887
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted in 2010
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,397
|
|
|
|
|
|
|
|
745
|
|
Exercised/paid in 2010
|
|
|
−15,943
|
|
|
|
0
|
|
|
|
0
|
|
|
|
−167
|
|
|
|
0
|
|
|
|
0
|
|
|
|
−571
|
|
|
|
−9
|
|
Expired in 2010
|
|
|
0
|
|
|
|
0
|
|
|
|
−1,101
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
Forfeited in 2010
|
|
|
−648
|
|
|
|
−747
|
|
|
|
0
|
|
|
|
−323
|
|
|
|
−503
|
|
|
|
−24
|
|
|
|
−216
|
|
|
|
−13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of 12/31/2010
|
|
|
15,080
|
|
|
|
14,764
|
|
|
|
0
|
|
|
|
12,998
|
|
|
|
9,575
|
|
|
|
5,373
|
|
|
|
1,100
|
|
|
|
723
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards exercisable as of 12/31/2008
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
1,528
|
|
|
|
N/A
|
|
Awards exercisable as of 12/31/2009
|
|
|
N/A
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,965
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
1,390
|
|
|
|
N/A
|
|
Awards exercisable as of 12/31/2010
|
|
|
N/A
|
|
|
|
0
|
|
|
|
0
|
|
|
|
12,998
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,060
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate intrinsic value of vested awards in million, as
of 12/31/2008
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
9.6
|
|
|
|
N/A
|
|
Aggregate intrinsic value of vested awards in million, as
of 12/31/2009
|
|
|
N/A
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
18.5
|
|
|
|
N/A
|
|
Aggregate intrinsic value of vested awards in million, as
of 12/31/2010
|
|
|
N/A
|
|
|
|
0
|
|
|
|
0
|
|
|
|
15.5
|
|
|
|
0
|
|
|
|
0
|
|
|
|
22.4
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average exercise price in
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
37.43
|
|
|
|
47.58
|
|
|
|
39.21
|
|
|
|
24.18
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision as of 12/31/2008 in millions
|
|
|
14.8
|
|
|
|
N/A
|
|
|
|
2.1
|
|
|
|
35.8
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
37.1
|
|
|
|
N/A
|
|
Provision as of 12/31/2009 in millions
|
|
|
12.1
|
|
|
|
5
|
|
|
|
0.1
|
|
|
|
53.3
|
|
|
|
14.3
|
|
|
|
N/A
|
|
|
|
28.9
|
|
|
|
N/A
|
|
Provision as of 12/31/2010 in millions
|
|
|
1.9
|
|
|
|
0
|
|
|
|
0
|
|
|
|
59.4
|
|
|
|
35.8
|
|
|
|
3.9
|
|
|
|
24.0
|
|
|
|
22.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expense recognized in 2008 in millions
|
|
|
27.9
|
|
|
|
N/A
|
|
|
|
−0.9
|
|
|
|
23.6
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
8.3
|
|
|
|
N/A
|
|
Expense recognized in 2009 in millions
|
|
|
5.9
|
|
|
|
14.3
|
|
|
|
−1.9
|
|
|
|
19.6
|
|
|
|
5
|
|
|
|
N/A
|
|
|
|
5.9
|
|
|
|
N/A
|
|
Expense recognized in 2010 in millions
|
|
|
−2.4
|
|
|
|
−5.1
|
|
|
|
−0.1
|
|
|
|
0.2
|
|
|
|
21.0
|
|
|
|
3.9
|
|
|
|
6.3
|
|
|
|
4.8
|
|
Under the STAR Plans, we granted stock appreciation rights. The
value of these awards was dependent on the quarterly performance
of the SAP share.
The 2008 and 2007 STAR grant-base values of 32.69 and
35.71 respectively, were based on the average fair market
value of one common share over the 20 business days commencing
the day after the announcement of the Companys preliminary
results for the preceding fiscal year. The valuation of the
STARs is calculated quarterly over a period of two years. Each
F-79
of the eight quarterly valuations is weighted as follows in
determining the final STAR value:
Weighting
Factor for Valuation Calculation of STAR Awards Quarter
Ended
The valuations for quarters ended December 31 are calculated on
the basis of the amount by which the grant price is exceeded by
the average fair market value of one common share, as quoted on
the Frankfurt Stock Exchange, over the 20 consecutive business
days following the announcement date of the Companys
preliminary annual results. The other quarterly valuations are
calculated on the basis of the amount by which the grant price
is exceeded by the average fair market value of one common share
over the five consecutive business days following the
announcement of the Companys quarterly results. Because
each quarterly valuation is conducted independently, it is
unaffected by any other quarterly valuation.
When the final value of each STAR is determined, beneficiaries
receive an initial 50% payment on March 31 and a second one on
January 31 of the following year. Beneficiaries only receive
STAR payments if they are still employees of the Company on the
payment dates, subject to certain exceptions.
a.2) STAR Performance Plan 2009 (STAR PP)
Under the STAR Performance Plan 2009, we granted stock
appreciation rights, the value of which depends on the quarterly
performance of the SAP share relative to an industry-specific
share price index.
The STAR PP grant value of 28.00 is based on the average
fair market value of one common share over the 20 business days
commencing the day after the announcement of the Companys
preliminary results for the preceding fiscal year. As for the
STAR plans, the valuation of the STAR PP is calculated
quarterly, over a period of two years, with a similar weighting
allocated to each of the eight quarters.
The quarterly valuation under the STAR PP is based on the
outperformance of the SAP stock price compared to the TechPGI
index, which includes 10 publicly traded software and hardware
companies. For this purpose, the STAR PP agreement sets the
initial value of the index (97.54) as well as the SAP
grant value (28.00 per share). The quarterly valuations
are performed on eight defined dates from June 10, 2009, to
March 10, 2011. The outperformance of SAP stock price over
the TechPGI price is measured over the last 10 trading days
prior to the target date. The final STAR PP value will be the
sum of the eight quarterly appreciations. The maximum total
payout per STAR PP is capped at 110% of the STAR grant value.
Beneficiaries will receive payments with respect to the STARs as
follows: 50% on both March 31, 2011, and January 31,
2012, provided that they are still employees of the Company on
the payment dates, subject to certain exceptions.
a.3) Incentive Plan 2010
Under the Incentive Plan 2010, we granted to top performers and
top executives stock appreciation rights, the value of which was
dependent on the multi-year performance of the SAP share
relative to an industry-specific share price index.
The plan provided for a payout only if the market capitalization
of SAP AG increased by at least 50% by December 31, 2010.
Since this requirement was not met, the plan did not result in a
payout to the plan participants.
a.4) SAP Stock Option Plan 2007 (SOP)
Under the SAP Stock Option Plan 2007, we granted in 2007 and
2008 to top executives and top performers cash-based virtual
stock
F-80
options, the value of which was dependent on the multi-year
performance of the SAP share.
The virtual stock options granted under the SOP give the
employees the right to receive a certain amount of money by
exercising the options under the terms and conditions of this
plan. After a vesting period of two years, the plan provides for
11 predetermined exercise dates every calendar year (one date
per month except in April) until the rights lapse five years
after the grant date.
The exercise price is 110% of the grant base value, which is
derived from the average fair market value of one common share
over the 20 business days following the announcement date of the
Companys preliminary results for the preceding fiscal
year. The awards granted in 2008 and 2007 have a grant-base
value of 32.69 and 35.71, respectively.
Monetary benefits under the SOP are capped at 100% of the
exercise price (39.28 for options granted in 2007, and
35.96 for options granted in 2008).
|
|
|
|
a.5)
|
SOP Performance Plan 2009 (SOP PP)
|
Under the SOP Performance Plan 2009, we granted to top
executives and top performers cash-based virtual stock options,
the value of which depends on the multi-year performance of the
SAP share relative to an industry-specific share price index,
the TechPGI.
The future payout at the exercise date will be based on the
outperformance of the SAP share price over the TechPGI. For that
purpose, the SOP PP 2009 agreement defines the initial
value of the TechPGI (97.54) as well as the SAP exercise
price (28.00 per share). After a vesting period of two
years, the plan provides for 12 predetermined exercise dates
every calendar year (one date per month) until the rights lapse
five years after the grant date.
Monetary benefits are capped at 110% of the exercise price
(30.80).
|
|
|
|
a.6)
|
SAP Stock Option Plan 2010 (SOP 2010)
|
Under the SAP Stock Option Plan 2010, we grant to members of the
Senior Leadership Team, to SAPs Top Rewards (employees
with an exceptional rating) and to members of the Executive
Board cash-based virtual stock options, the value of which
depends on the multi-year performance of the SAP share.
The awards granted in 2010 have a grant-base value of
35.48, which is based on the average fair market value of
one common share over the 5 business days prior to the Board
resolution date.
The virtual stock options granted under the SOP 2010 give
the employees the right to receive a certain amount of money by
exercising the options under the terms and conditions of this
plan. After a three-year vesting period (four years for members
of the Executive Board), the plan provides for 11 predetermined
exercise dates every calendar year (one date per month except in
April) until the rights lapse six years after the grant date
(seven years for members of the Executive Board).
The exercise price is 110% of the grant base value (115% for
members of the Executive Board) (39.03 and 40.80
respectively per option for the 2010 grant).
Monetary benefits will be capped at 100% of the exercise price
(150% for members of the Executive Board).
|
|
|
|
a.7)
|
Business Objects Cash-Settled Awards Replacing
Pre-Acquisition Business Objects Awards (BO Rights)
|
Prior to being acquired by SAP, the employees of Business
Objects companies were granted equity-settled awards giving
rights to Business Objects shares. Following the Business
Objects acquisition in 2008, the Business Objects shares were no
longer publicly traded and mechanisms were implemented to allow
the employees to cash out their awards either by receiving cash
instead of Business Objects shares (cash payment mechanism or
CPM) or by receiving Business Objects shares that they
subsequently sell to SAP France (liquidity agreement mechanism
or LAM). Business Objects has since been merged into SAP
F-81
France. In substance, the implementation of CPM and LAM resulted
in a conversion of the equity-settled awards to cash-settled
share-based payment awards (replacing awards) that replaced the
stock options and Restricted Stock Units (RSUs) originally
granted (replaced awards).
The replaced awards had vesting periods in the range of two to
five years, and contractual terms in the range of two to ten
years.
The replacing awards closely mirror the terms of the replaced
awards (including conditions such as exercise price and vesting)
except that:
|
|
|
|
|
The replaced awards were planned to be settled by issuing equity
instruments whereas the replacing awards are settled in cash
either via the CPM or via the LAM.
|
|
|
|
The replaced awards were indexed to Business Objects share
price whereas the replacing awards are indexed to SAPs
share price as follows: SAPs offering price for Business
Objects shares during the tender offer (42) is divided by
SAP AGs share price at the tender offer closing date
(32.28) and the result is multiplied by the weighted
average closing price of the SAP share during the 20 trading
days preceding the exercise or disposition date.
|
The benefit resulting from the stock option exercise or the RSU
vesting is either paid directly to the employees (in countries
where the CPM applies) or the employees continue to receive
shares of Business Objects on stock options exercise or RSU
vesting (in countries where the LAM applies). In these cases,
the employees have a put option to resell the shares to SAP
within 3 months from exercise, while SAP has a call option
on these shares.
In both cases, these awards are accounted for as a cash-settled
award because the obligation to the employee is ultimately
settled in cash, both under the CPM and the LAM mechanism.
|
|
|
|
a.8)
|
Sybase Cash-Settled Awards Replacing Pre-Acquisition Sybase
Awards (Sybase Rights)
|
The terms of the acquisition agreement required SAP to exchange
unvested Restricted Stock Awards (RSAs) held by employees of
Sybase, Inc. (the acquirees awards) for cash-settled
share-based payment awards of SAP (Sybase Rights).
RSAs unvested at the closing of the acquisition were converted
into the right to receive at the originally agreed vesting
dates, an amount in cash equal to the number of RSAs held at the
vesting date multiplied by US$65.00 per share.
There were 745,445 unvested RSAs at the acquisition date
representing a fair value of 35.9 million after
considering forfeitures dependent on grant dates and remaining
vesting periods, of which 18.2 million was earned as
at the acquisition date. The fair value of the unearned Sybase
Rights expected to vest was estimated at 17.7 million
on the acquisition date. The remaining vesting period for
unearned Sybase Rights approximated to 1.5 years at
acquisition date (in accordance with the originally agreed
vesting dates). From August 1, 2010, to December 31,
2010, 8,472 Sybase awards vested and were paid to Sybase
employees for a total amount of 0.4 million. The
expense recognized in 2010 for Sybase Rights was
4.8 million. The unrecognized expense related to
Sybase Rights was 12.4 million as at
December 31, 2010, and will be recognized over a remaining
vesting period of 1.1 years.
|
|
b)
|
Equity-Settled
Share-Based Payment Plans
|
Equity-settled plans include the Share Matching Plan (SMP), the
Employee Discounted Stock Purchase Programs (EDSPs), the Stock
Awards Program, the Stock Option Plan 2002, and the Long Term
Incentive Plan 2000. With regard to SOP 2002 and LTI 2000
plans, as a result of the issuance on December 21, 2006, of
bonus shares at a
one-to-three
ratio under a capital increase from corporate funds, each stock
option or convertible bond issued now entitles its beneficiary
to four shares. For
F-82
better comparability with the price of SAP stock since
December 21, 2006, the tables disclosed in paragraphs b.4
and b.5 have been adjusted to show the number of shares to which
the options or bonds entitle the holder rather than the number
of rights granted. Consequently, the strike prices shown are
prices per share and not per option. The number of shares shown
in the tables is four times the number of options, and the
exercise price for an option is four times the price per share
shown in the tables.
Under the Share Matching Plan (SMP) implemented in 2010, SAP
offers its employees the opportunity to purchase SAP AG shares
at a discount of 40%. The number of SAP shares an eligible
employee may purchase through the SMP is limited to a percentage
of the employees annual base salary. After a three-year
holding period, such plan participants will receive one free
matching share of SAP for every three SAP shares acquired. The
terms for the members of the Senior Leadership Team (SLT) are
slightly different than those for the employees. Members of the
SLT do not receive a discount when purchasing the shares.
However, after a three-year holding period, members of the SLT
receive two free matching shares of SAP stock for every three
SAP shares acquired. This plan is not open to members of the SAP
Executive Board.
On August 20, 2010, the SAP Executive Board set the
purchase price for the SMP at 35.12 per share. On
September 8, 2010 (at the end of offering period),
1.6 million shares were purchased by SAP employees and
approximately 0.5 million bonus shares (489,416 granted to
employees and 82,090 to the SLT) will be transferred at the end
of the
3-year
vesting period if these shares continue to be held during the
three-year holding period. The fair value of the free matching
shares was estimated at the grant date to be 33.71 per
share using a risk-free interest rate of 0.82%, a dividend yield
of 1.65% and an expected life of 3 years.
In 2010, the Company recognized a compensation expense in the
amount of 26.4 million, which includes
21.1 million relating to the 40% discount granted on
the SMP share purchase, 1.7 million relating to the
amortization of the free matching shares fair value over the
vesting period, and 3.6 million relating to the
additional discount granted under the Stock Award Program now
part of the SMP (see b.3). The unrecognized expense on
December 31, 2010, related to free matching shares is
estimated to be 14.7 million, considering estimated
forfeitures and will be recognized over the remaining vesting
period of 2.7 years.
|
|
|
|
b.2)
|
Employee Discounted Stock Purchase Programs (EDSPs)
|
Through the EDSPs, the Company offers its employees the
opportunity to purchase its shares on a monthly basis at a
discount of 15%. The number of SAP shares an eligible employee
may purchase through an EDSP is limited to a percentage of the
employees annual base salary. The compensation expense
recognized in 2010 for this plan amounted to
2.9 million (2009: 2.8 million; 2008:
3.3 million).
Employees in Germany receive a 260 discount on the
purchase of SAP shares once a year under the Stock Award Program
(Vermögensbeteiligung). The total expense recorded under
this program was 3.8 million in 2009 (2008:
3.6 million). Starting in 2010, the program was
considered as part of the Share Matching Plan and further
reduced the amount paid by the employees for the acquisition of
the shares beyond the 40% discount granted to employees.
|
|
|
|
b.4)
|
Stock Option Plan 2002
|
Under the Stock Option Plan 2002 we granted stock options, the
value of which was dependent on the multi-year performance of
the SAP share. The last grants under the Stock Option Plan 2002
occurred in 2006. The
F-83
awards were granted to top executives and top performers.
Each stock option granted under the SAP SOP 2002 plan
entitles its holder to subscribe to four shares of the
Companys common stock by tendering payment of an exercise
price per option equal to a base price and a premium of 10% of
the base price. The base price is calculated as the average
market price of SAP AGs common share on the Frankfurt
Stock
Exchange during the five trading days preceding the issue of the
respective stock option. The options cannot be exercised at an
exercise price that is less than the closing auction stock price
on the day before the issue date. The contractual term of the
stock options is five years. The fair value of such options was
assessed using the Black-Scholes Merton option pricing model.
The number of outstanding and exercisable options under SAP
SOP 2002 developed as follows in the years ended
December 31, 2010, and 2009:
Activities
Under SAP SOP 2002
As all the options issued under SAP SOP 2002 were fully
vested in prior years, we incurred no compensation expense for
this plan in 2010 (2008: 0.8 million). Due to a
modification of the plan, we incurred an expense of
2.1 million in 2009. The total intrinsic value of options
exercised during the years ended December 31, 2010, 2009,
and 2008, was 0 million, less than
1 million, and 21 million, respectively.
The following table summarizes information about stock options
outstanding as at December 31, 2010, and 2009, under SAP
SOP 2002:
Stock
Options Outstanding under SAP SOP 2002 as at
December 31, 2010, and 2009
F-84
The weighted average share price of SAP AG common shares on the
SAP SOP 2002 exercise dates in 2010, 2009, and 2008, was
33.08, 34.19 and 34.32, respectively.
|
|
|
|
b.5)
|
Long Term Incentive 2000 Plan (LTI 2000 Plan)
|
Under the LTI 2000 Plan we granted convertible bonds, the value
of which were dependent on the multi-year performance of the SAP
share and stock options, the value of which were dependent on
the multi-year performance of the SAP share relative to an
industry-specific share price index. The last grants under the
LTI 2000 Plan occurred in 2002. The awards were granted to top
executives and top performers.
The LTI 2000 Plan offered a choice between convertible bonds,
stock options, or a 50% mixture of each. Beneficiaries were
offered 25% more units if they chose stock options than if they
chose convertible bonds. Under the LTI 2000 Plan, each
convertible
bond having a 1 nominal value is convertible into four
common shares over a maximum of 10 years, subject to
service vesting requirements. The conversion price is equal to
the market price of a common share as quoted on the Xetra
trading system on the day immediately preceding the grant. Each
stock option may be exercised in exchange for four common shares
over a maximum of 10 years, subject to the same vesting
requirements. The exercise price varies with the outperformance
of the common share price appreciation against the appreciation
of the S&P North Software-Software Index (formerly GSTI
Software Index) from the day immediately preceding grant to the
day on which the exercise price is determined. Both the
convertible bonds and stock options vested as follows: 33% after
two years from date of grant, 33% after three years, and 34%
after four years.
In total, 49.2 million conversion and subscription rights
were issued under the LTI 2000 Plan through March 14, 2002.
The number of stock options and convertible bonds under LTI 2000
Plan developed as follows in the years ended December 31,
2010, and 2009:
Activities
under the LTI Plan 2000
All convertible bonds and stock options outstanding as at
December, 31, 2010, are exercisable.
F-85
The following tables summarize information about stock options
and convertible bonds outstanding as at December 31, 2010:
LTI 2000
Plan Awards Outstanding as at December 31, 2010
The weighted average share price of SAP AG common shares on the
LTI 2000 Plan option exercise dates in 2010, 2009, and 2008, was
34.82, 31.30, and 35.59 respectively. The
weighted average price of SAP AG common shares on the LTI 2000
Plan convertible bond exercise dates was 37.44 in 2008 (no
exercise since 2009).
Due to the fact that all LTI 2000 Plans were fully vested during
2006, we recorded no compensation expense in 2007 and
thereafter. The fair value of the options and convertible bonds
granted under that plan was assessed using the Black-Scholes
Merton option pricing model. The total intrinsic value of stock
options exercised during the years ended December 31, 2010,
2009, and 2008, was 2.9 million,
8.9 million, and 5.1 million,
respectively. The total intrinsic value of convertible bonds
exercised during the year ended December 31, 2008, was
0 million (no exercise since 2009).
|
|
(29)
|
SEGMENT
AND GEOGRAPHIC
INFORMATION
|
Our internal reporting system produces reports in which business
activities are presented in a variety of ways, for example, by
line of business, geography, and areas of responsibility of the
individual Executive Board members (Board areas). Based on these
reports, the Executive Board, which is responsible for assessing
the performance of various company components and making
resource allocation decisions as our Chief Operating Decision
Maker (CODM), evaluates business activities in a number of
different ways. Until the second quarter of 2010 we had only
three operating segments, which were organized according to our
lines of business. After the acquisition of Sybase in July 2010,
we implemented a dedicated Sybase business unit next to our
existing segments Product, Consulting, and Training.
Consequently, a new segment was added to our segment reporting.
Although the new segment
F-86
is called Sybase, it is not identical to the acquired Sybase
business. Certain activities of the acquired business are
integrated and thus reported in our Product, Consulting, and
Training segments while certain activities that existed in SAP
prior to the Sybase business combination have been transferred
to the Sybase segment. In our segment reporting, the revenue is
presented according to the sales responsibilities rather than
the product being sold. As such, the Sybase segment is able to
generate revenue selling SAP products as well as Sybase
products, while the revenue shown in the other segments can also
be attributable to both SAP and Sybase products, which have been
sold by sales personnel of SAP.
The Product segment is primarily engaged in marketing and
licensing our software products, performing custom software
development services, and providing support services for our
software products. The Consulting segment performs various
professional services, mainly relating to the implementation of
our software products. The Training segment provides educational
services on the use of our software products and related topics
for customers and partners. The Sybase segment derives its
revenue from licensing a range of software products, including
enterprise and mobile databases, middleware, synchronization,
encryption and device management software, from performing
support services, professional services, and training services
associated with these software products, and from providing
mobile messaging services.
Our management reporting system reports our inter-segment
services as cost reductions and does not track them as internal
revenue. Inter-segment services mainly represent utilization of
manpower resources of one segment by another segment on a
project-by-project
basis. Inter-segment services are charged based on internal cost
rates including certain indirect overhead costs but without
profit margin.
Following our decision to discontinue our U.S. GAAP
accounting at the end of 2009, the accounting policies applied
in the internal reporting to our CODM are based on IFRS
starting in 2010. This also affects our prior year figures,
which we have adjusted accordingly.
The accounting policies applied in the internal reporting to our
CODM differ from IFRS accounting principles described in Note
(3) as follows:
|
|
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|
|
The internal reporting to our CODM generally attributes revenue
to the segment that is responsible for the related transaction
regardless of revenue classification in our income statement.
Thus, for example, the Training segments revenue includes
certain amounts classified as software revenue in our
Consolidated Income Statements. Additionally revenue for Sybase
products might be reported under any of the four segments.
|
|
|
|
The internal reporting to our CODM excludes share-based
compensation expenses and since 2009
restructuring costs on segment level. For all years presented,
these expenses were managed and reviewed at Group level only.
|
|
|
|
Differences in foreign currency translations result in
deviations between the amounts reported internally to our CODM
and the amounts reported in the Consolidated Financial
Statements.
|
|
|
|
The revenue numbers in the internal reporting to our CODM
include the support revenue that would have been reflected by
acquired entities had it remained a stand-alone entity but which
are not reflected as revenue under IFRS as a result of purchase
accounting for support contracts in effect at the time of an
acquisition.
|
|
|
|
The income measures in the internal reporting to our CODM
include the full amount of support revenue and exclude the
following acquisition-related charges as well as discontinued
activities:
|
|
|
|
|
|
Amortization expense/impairment charges of intangibles
|
F-87
|
|
|
|
|
acquired in business combinations and certain stand-alone
acquisitions of intellectual property
|
|
|
|
|
|
Expenses from purchased in-process research and development
|
|
|
|
Restructuring expenses and settlements of pre-existing
relationships
|
|
|
|
|
|
Acquisition-related third-party costs that are required to be
expensed
|
|
|
|
Results of the discontinued operations that qualify as such
under IFRS in all respects except that they do not represent a
major line of business. For 2010, 2009 and 2008, this relates
exclusively to the operations of TomorrowNow.
|
Segment
Revenue and Results
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
millions
|
|
Product
|
|
|
Consulting
|
|
|
Training
|
|
|
Sybase
|
|
|
Total
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External revenue from reportable segment
|
|
|
9,020
|
|
|
|
2,714
|
|
|
|
362
|
|
|
|
387
|
|
|
|
12,483
|
|
Segment result
|
|
|
5,395
|
|
|
|
746
|
|
|
|
136
|
|
|
|
127
|
|
|
|
6,404
|
|
Depreciation and amortization directly attributable to each
segment
|
|
|
−17
|
|
|
|
−8
|
|
|
|
−2
|
|
|
|
−7
|
|
|
|
−34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External revenue from reportable segment
|
|
|
7,846
|
|
|
|
2,498
|
|
|
|
332
|
|
|
|
N/A
|
|
|
|
10,676
|
|
Segment result
|
|
|
4,731
|
|
|
|
781
|
|
|
|
115
|
|
|
|
N/A
|
|
|
|
5,627
|
|
Depreciation and amortization directly attributable to each
segment
|
|
|
−53
|
|
|
|
−7
|
|
|
|
−2
|
|
|
|
N/A
|
|
|
|
−62
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External revenue from reportable segment
|
|
|
8,366
|
|
|
|
2,824
|
|
|
|
525
|
|
|
|
N/A
|
|
|
|
11,715
|
|
Segment result
|
|
|
4,696
|
|
|
|
789
|
|
|
|
225
|
|
|
|
N/A
|
|
|
|
5,710
|
|
Depreciation and amortization directly attributable to each
segment
|
|
|
−64
|
|
|
|
−8
|
|
|
|
−2
|
|
|
|
N/A
|
|
|
|
−74
|
|
F-88
Reconciliation
of Revenue and Segment Results
|
|
|
|
|
|
|
|
|
|
|
|
|
millions
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
External revenue from reportable segments
|
|
|
12,483
|
|
|
|
10,676
|
|
|
|
11,715
|
|
External revenue from activities outside of the reportable
segments
|
|
|
55
|
|
|
|
7
|
|
|
|
16
|
|
Adjustment support revenue
|
|
|
−74
|
|
|
|
−11
|
|
|
|
−166
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from discontinued operations
|
|
|
0
|
|
|
|
0
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
12,464
|
|
|
|
10,672
|
|
|
|
11,575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment result from reportable segments
|
|
|
6,404
|
|
|
|
5,627
|
|
|
|
5,710
|
|
External revenue from activities outside of the reportable
segments
|
|
|
55
|
|
|
|
7
|
|
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Development expense management view
|
|
|
−1,800
|
|
|
|
−1,801
|
|
|
|
−1,620
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administration and other corporate expenses
management view
|
|
|
−651
|
|
|
|
−659
|
|
|
|
−734
|
|
Share-based payment expense
|
|
|
−58
|
|
|
|
−54
|
|
|
|
−63
|
|
Restructuring
|
|
|
−2
|
|
|
|
−194
|
|
|
|
−8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition-related restructuring expenses
|
|
|
5
|
|
|
|
−4
|
|
|
|
−52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition-related charges
|
|
|
−305
|
|
|
|
−267
|
|
|
|
−286
|
|
Adjustment support revenue
|
|
|
−74
|
|
|
|
−11
|
|
|
|
−166
|
|
Loss from discontinued operations
|
|
|
−983
|
|
|
|
−56
|
|
|
|
−96
|
|
Operating profit
|
|
|
2,591
|
|
|
|
2,588
|
|
|
|
2,701
|
|
Other non-operating expense, net
|
|
|
−186
|
|
|
|
−73
|
|
|
|
−27
|
|
Financial income, net
|
|
|
−67
|
|
|
|
−80
|
|
|
|
−50
|
|
Profit before tax
|
|
|
2,338
|
|
|
|
2,435
|
|
|
|
2,624
|
|
Segment
Revenue
External revenue from activities outside of the reportable
segments mainly represents revenue incidental to our main
business activities and minor currency translation differences.
Segment
Result
The segment results of our segments Product, Consulting, and
Training reflects operating expenses directly attributable or
reasonably allocable to the segments, including costs of
revenue, and sales and marketing expenses. Costs that are not
directly attributable or reasonably allocable to the segments
such as administration and other corporate expenses are
not included in the segment result. Development expense is
excluded from the segment result because our CODM reviews
segment performance without taking development expense into
account.
The measurement of the segment result for the Sybase segment
differs from the measurement for the other segments, as the
Sybase segment result includes development, administration and
other corporate expenses while these expenses are excluded from
the measurement of the segment results of the other segments.
F-89
Depreciation and amortization expenses reflected in the segment
result include the amounts directly attributable to each segment.
Development expense and administration and other corporate
expense disclosed in the reconciliation above are based on a
management view and do not equal the amounts under the
corresponding caption in the Consolidated Income Statements. The
differences are mainly due to the fact that the development
expense which is attributed to Sybase is included in the
Sybase segment expenses, and that our management view focuses on
organizational structures and cost centers rather than the
classification of cost by functional area.
Segment
Assets/Liabilities
Segment asset/liability information is not provided to our CODM.
Goodwill by reportable segment is disclosed in Note (16).
Geographic
Information
The following tables present revenue by location of customers
and information about non-current assets detailed by geographic
region. Non-current assets comprise goodwill, intangible assets,
property, plant, and equipment, tax assets and other
non-financial assets.
|
|
|
1) |
|
Europe, Middle East, Africa
|
F-90
|
|
|
1) |
|
Europe, Middle East, Africa
|
|
|
|
1) |
|
Europe, Middle East, Africa
|
|
|
|
1) |
|
Europe, Middle East, Africa
|
For information about the breakdown of our full-time equivalent
employee numbers by region, see Note (8).
F-91
|
|
|
|
|
Memberships on supervisory boards and other comparable
|
|
|
governing bodies of enterprises, other than subsidiaries of
SAP
|
EXECUTIVE BOARD
|
|
on December 31, 2010
|
|
|
Bill McDermott
Co-Chief Executive Officer (from February 7, 2010) Strategy,
Governance, Corporate Development, Innovation, Sales, Field
Services, Consulting,
Ecosystem Activities, Communications, Marketing
|
|
Board of Directors, ANSYS, Inc., Canonsburg, Philadelphia,
United States
Board of Directors, Under Armour, Inc., Baltimore, Maryland,
United States
Board of Directors, PAETEC Communications, Inc., Fairport, New
York, New York, United States
|
|
|
|
Jim Hagemann Snabe
Co-Chief Executive Officer (from February 7, 2010) Strategy,
Governance, Corporate Development, Innovation, Products and
Solutions Development, Communications, Marketing
|
|
Board of Directors, Linkage A/S, Copenhagen, Denmark Board of
Directors, Thrane & Thrane A/S, Lyngby, Denmark
Supervisory Board, Crossgate AG, Munich, Germany (until July 31,
2010)
|
|
|
|
Dr. Werner Brandt
Chief Financial Officer
Finance and Administration including Investor Relations and Data
Protection & Privacy
|
|
Supervisory Board, Deutsche Lufthansa AG, Frankfurt am Main,
Germany
Supervisory Board, QIAGEN N.V., Venlo, the Netherlands
Supervisory Board, Heidelberger Druckmaschinen AG, Heidelberg,
Germany
|
|
|
|
Dr. Angelika Dammann (from July 1, 2010)
Chief Human Resources Officer
Labor Relations Director
Global Human Resources
|
|
Supervisory Board, ESMT European School of Management and
Technology GmbH, Berlin, Germany (from December 15, 2010)
|
|
|
|
Gerhard Oswald
Chief Operating Officer
SAP Active Global Support, Global IT, Globalization Services,
Quality Governance & Production, Operations, SAP Labs
Network
|
|
|
|
|
|
Vishal Sikka (from February 7, 2010)
Innovation, Technology and Architecture Across the Company,
Global Research
|
|
|
|
|
|
BOARD MEMBERS WHO LEFT DURING 2010
|
|
|
|
|
|
Erwin Gunst (until January 31, 2010)
|
|
|
|
|
|
Léo Apotheker (until February 7, 2010)
|
|
|
|
|
|
John Schwarz (until February 11, 2010)
|
|
|
F-92
|
|
|
|
|
Memberships on supervisory boards and other comparable
|
|
|
governing bodies of enterprises, other than subsidiaries of
SAP
|
SUPERVISORY BOARD
|
|
on December 31, 2010
|
|
|
Prof. Dr. h.c. mult. Hasso Plattner
(2),(4),(5),(7),(8),(9)
Chairman
|
|
|
Lars Lamadé
(1),(4),(7),(9)
Deputy Chairman
Project Manager Service & Support
|
|
|
Pekka Ala-Pietilä
(5),(8),(9)
Co-founder and CEO Blyk Ltd. London, UK
|
|
Board of Directors, Pöyry Plc, Vantaa, Finland
Board of Directors, CVON Group Limited, London, UK
Board of Directors, CVON Limited, London, UK
Board of Directors, CVON Innovations Limited, London, UK Board
of Directors, Blyk Services Oy, Helsinki, Finland Board of
Directors, CVON Innovation Services Oy, Turku, Finland
Board of Directors, CVON Future Limited, London, UK Board of
Directors, HelloSoft Inc., San José, California,
United States
Board of Directors, Blyk (NL) Ltd., London, UK
Board of Directors, Blyk (DE) Ltd., London, UK
Board of Directors, Blyk (ES) Ltd., London, UK
Board of Directors, Blyk (BE) Ltd., London, UK
Board of Directors, Blyk.nl NV, Amsterdam, the Netherlands
Board of Directors, Blyk.be SA, Hoeilaart, Belgium Board of
Directors, Blyk International Ltd., London, UK
|
Thomas Bamberger
(1),(3)
Chief Operating Officer Operations
|
|
|
Panagiotis Bissiritsas
(1),(2),(6)
Support Expert
|
|
|
Willi Burbach
(1),(5),(7)
Developer
|
|
|
Prof. Dr. Wilhelm Haarmann
(2),(6),(7),(9)
Attorney-at-law, certified public auditor, certified
tax advisor
Senior Partner HAARMANN Partnerschaftsgesellschaft,
Rechtsanwälte,
Steuerberater, Wirtschaftsprüfer, Frankfurt
am Main, Germany
|
|
Supervisory Board, Vodafone Holding GmbH, Düsseldorf,
Germany (until December 16, 2010)
|
Peter Koop
(1),(5),(7)
Industry Business Development Expert
|
|
|
Christiane Kuntz-Mayr
(1),(5)
Deputy Chairperson of the Works Council at SAP AG
|
|
|
Bernard Liautaud (5)
General Partner Balderton Capital, London, UK
|
|
Board of Directors, Clinical Solutions Holdings Ltd.,
Basingstoke, Hampshire, UK
Board of Directors, nlyte Software Ltd., London, UK Board of
Directors, Talend SA, Suresnes, France
Board of Directors der Cap Gemini, Paris, France
Board of Directors, Quickbridge (UK) Ltd., London, UK Board of
Directors, SCYTL Secure Electronic Voting SA, Barcelona, Spain
(from June 30, 2010)
Board of Directors, Abiquo Group Inc., Redwood City, California,
USA (from November 23, 2010)
|
Dr. Gerhard Maier
(1),(2),(3)
Development Project Manager
|
|
|
Dr. h. c. Hartmut Mehdorn
(4),(6)
Independent Consultant
|
|
Board of Directors, Air Berlin PLC, Rickmansworth, UK Advisory
Board, Fiege-Gruppe, Greven, Germany
|
F-93
|
|
|
Prof. Dr.-Ing. Dr. h. c. Dr.-Ing. E. h. Joachim
Milberg
(2),(3),(5),(7),(8)
Chairman of the Supervisory Board BMW AG,
Munich, Germany
|
|
Supervisory Board, Bertelsmann AG, Gütersloh,
Germany
Supervisory Board, Festo AG, Esslingen, Germany
Board of Directors, Deere & Company, Moline, Illinois,
United States
Supervisory Board, ZF Friedrichshafen AG, Friedrichshafen,
Germany
|
Dr. Erhard Schipporeit
(3),(9)
Management Consultant
|
|
Supervisory Board, Talanx AG, Hanover, Germany Supervisory
Board, Deutsche Börse AG, Frankfurt am Main, Germany
Supervisory Board, HDI V.a.G., Hanover, Germany Supervisory
Board, Hannover Rückversicherung AG, Hanover, Germany
Supervisory Board, TUI Travel PLC, London, UK Supervisory Board,
Fuchs Petrolub AG, Mannheim, Germany
Board of Directors, Fidelity Advisor World Funds, Bermuda (until
September 30, 2010)
Board of Directors, Fidelity Funds SICAV, Luxemburg
|
Stefan Schulz
(1),(4),(5),(6),(9)
Development Project Manager
|
|
|
Prof. Dr.-Ing. Dr.-Ing. E. h. Klaus
Wucherer(5)
Managing Director of Dr. Klaus Wucherer Innovations- und
Technologieberatung GmbH, Erlangen, Germany
|
|
Supervisory Board, Heitech AG, Erlangen, Germany (from August 9,
2010)
Supervisory Board, Dürr AG, Bietigheim-Bissingen,
Germany
Supervisory Board, Infineon Technologies AG, Munich, Germany
Supervisory Board, LEONI AG, Nürnberg, Germany
|
|
|
|
Information as at December 31, 2010
|
|
|
(1)
Elected by the employees
|
|
(6)
Member of the Companys Finance and Investment
|
(2)
Member of the Companys Compensation Committee
|
|
Committee
|
(3)
Member of the Companys Audit Committee
|
|
(7)
Member of the Companys General Committee
|
(4)
Member of the Companys Mediation Committee
|
|
(8)
Member of the Companys Nomination Committee
|
(5)
Member of the Companys Technology and Strategy
|
|
(9)
Member of the Companys Special Committee
|
Committee
|
|
|
The total compensation of the Executive Board members for the
years 2010, 2009, and 2008 was as follows:
Executive
Board Compensation
The share-based compensation amounts disclosed above are based
on the grant date fair
value of the virtual stock options issued to Executive Board
members during the year.
F-94
Share-Based
Compensation
In the table above, the share-based compensation is the expense
for the concerned
reporting period calculated according to IFRS 2.
The projected benefit obligation (PBO) for pensions to Executive
Board members and the annual pension entitlement of the members
of the Executive Board on reaching age 60 based on
entitlements from performance-based and salary-linked plans were
as follows:
Retirement
Pension Plan
Subject to the adoption of the dividend resolution by the
shareholders at the Annual General Meeting of Shareholders on
May 25, 2011, the total annual compensation of the
Supervisory Board members for 2010 is as follows:
Supervisory
Board Compensation
The Supervisory Board members do not receive any share-based
compensation for their services. As far as members who are
employee representatives on the Supervisory Board
receive share-based compensation such compensation is for their
services as employees only and is unrelated to their status as
members of the Supervisory Board.
F-95
During fiscal year 2010, payments to former Executive Board
members were as follows:
Payments
to Former Executive Board Members
SAP did not grant any compensation advance or credit to, or
enter into any commitment for the benefit of, any member of the
Executive Board or Supervisory Board in 2010, 2009, or 2008.
On December 31, 2010, the shareholdings of SAPs board
members were as follows:
Shareholdings
|
|
(31)
|
RELATED
PARTY TRANSACTIONS
|
Certain Executive Board and Supervisory Board members of SAP AG
currently hold, or held within the last year, positions of
significant responsibility with other entities, as presented in
Note (30). We have relationships with certain of these entities
in the ordinary course of business, whereby we buy and sell a
wide variety of products and services at prices believed to be
consistent with those negotiated at arms length between
unrelated parties.
After his move from SAPs Executive Board to SAPs
Supervisory Board in May 2003, Hasso Plattner entered into a
contract with SAP AG under which he provides consulting services
for SAP. The contract provides for the reimbursement of
out-of-pocket
expenses only, which were immaterial to SAP in all periods
presented.
Hasso Plattner is the sole proprietor of H.P. Beteiligungs GmbH,
which itself holds 90% of Bramasol, Inc., Palo Alto, California,
United States. Bramasol is an SAP partner with which we
generated revenue which was immaterial to SAP in all periods
presented. The amounts charged to SAP for the services of
Bramasol were immaterial to SAP in all periods presented.
Wilhelm Haarmann practices as a partner of the law firm HAARMANN
Partnerschaftsgesellschaft in Frankfurt am Main, Germany. The
amounts charged to SAP for the services of HAARMANN
Partnerschaftsgesellschaft were immaterial to SAP in all periods
presented.
Supervisory Board member Hartmut Mehdorn provided consulting
services for SAP in connection with a product study. The amount
charged to SAP for these services in 2010 was immaterial.
Business is transacted with associates at arms length.
Further to these transactions, in 2010 SAP entered into a loan
agreement for a total amount of 6.0 million with its
associate Crossgate AG. SAP had lent Crossgate AG
3.5 million under this agreement by the end of 2010.
|
|
(32)
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
At SAP AGs Annual General Meeting of Shareholders held on
June 8, 2010, SAPs shareholders mandated KPMG AG
Wirtschaftsprüfungsgesellschaft to serve as SAP AGs
independent auditor for 2010.
F-96
KPMG AG Wirtschaftsprüfungsgesellschaft and other firms in
the global KPMG network billed the following fees to SAP for
audit and other professional services related to 2010 and the
previous years:
Fees for
Audit and Other Professional Services
Audit fees are the aggregate fees billed by KPMG for the audit
of our Consolidated Financial Statements as well as audits of
statutory financial statements of SAP AG and its subsidiaries.
Audit-related fees are fees charged by KPMG for assurance and
related services that are reasonably related to the performance
of the audit or review of our financial statements and are not
reported under audit fees. This category comprises fees billed
for
accounting advice on actual or contemplated transactions and
other agreed procedures. Tax fees are fees for professional
services rendered by KPMG for tax advice on transfer pricing,
restructuring, and tax compliance on current, past or
contemplated transactions. The all other fees category includes
other support services, such as training and advisory services
on issues unrelated to accounting and taxes.
For services provided by KPMG AG
Wirtschaftsprüfungsgesellschaft and its affiliates we
recorded expenses of:
Fees for
Audit and Other Professional Services of KPMG AG and its
Affiliates
After December 31, 2010, the following changes took place:
In February 2011, we acquired security software, identity and
access management software, and relevant assets including
development and consulting resources from SECUDE AG
(Switzerland), a leading vendor of application security
solutions. This is not a material transaction for SAP.
For more information about this acquisition, see the
Acquisitions section in the Management Report.
On February 28, 2011, we repaid a portion of the
outstanding balance of the acquisition term loan in the amount
of 500 million. The balance outstanding in the amount
of 1 billion as at December 31, 2010 is
contractually due in May 2012 (for more information please see
Note (18b)). The early repayment will reduce interest expense, a
component of finance income, net, by a single-digit millions of
euro amount in 2011.
F-97
|
|
(34)
|
SUBSIDIARIES,
ASSOCIATES, AND OTHER EQUITY INVESTMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Total
|
|
|
Profit/ Loss(-)
|
|
|
Total Equity
|
|
|
Employees
|
|
|
|
|
|
|
Revenue
|
|
|
After Tax for
|
|
|
as of
|
|
|
as of
|
|
as at December 31, 2010
|
|
Ownership
|
|
|
in
20101)
|
|
|
20101)
|
|
|
12/31/20101)
|
|
|
12/31/20102)
|
|
Name and Location of Company
|
|
%
|
|
|
(000)
|
|
|
(000)
|
|
|
(000)
|
|
|
|
|
|
I. Subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GERMANY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OutlookSoft Deutschland GmbH,
Walldorf4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
18
|
|
|
|
0
|
|
|
|
0
|
|
SAF Germany GmbH,
Konstanz4)
|
|
|
70.9
|
|
|
|
1,007
|
|
|
|
50
|
|
|
|
360
|
|
|
|
0
|
|
SAP Beteiligungs GmbH, Walldorf
|
|
|
100.0
|
|
|
|
3
|
|
|
|
2
|
|
|
|
46
|
|
|
|
0
|
|
SAP Deutschland AG & Co. KG,
Walldorf9)
|
|
|
100.0
|
|
|
|
2,597,168
|
|
|
|
607,039
|
|
|
|
1,257,501
|
|
|
|
4,596
|
|
SAP Dritte Beteiligungs- und Vermögensverwaltung GmbH,
Walldorf4),
5),9)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
(35,114
|
)
|
|
|
491,956
|
|
|
|
0
|
|
SAP Erste Beteiligungs- und Vermögensverwaltung GmbH,
Walldorf5),9)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
23,141
|
|
|
|
827,703
|
|
|
|
0
|
|
SAP Foreign Holdings GmbH, Walldorf
|
|
|
100.0
|
|
|
|
0
|
|
|
|
32
|
|
|
|
159
|
|
|
|
0
|
|
SAP Fünfte Beteiligungs- und Vermögensverwaltung GmbH,
Walldorf 3),
4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,244,919
|
|
|
|
0
|
|
SAP Hosting Beteiligungs GmbH, St. Leon-Rot
|
|
|
100.0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
26
|
|
|
|
0
|
|
SAP Portals Europe GmbH,
Walldorf4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
236
|
|
|
|
123,471
|
|
|
|
0
|
|
SAP Portals Holding Beteiligungs GmbH,
Walldorf4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
(29
|
)
|
|
|
928,967
|
|
|
|
0
|
|
SAP Projektverwaltungs- und Beteiligungs GmbH,
Walldorf4),
5),9)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
(37,525
|
)
|
|
|
291,654
|
|
|
|
0
|
|
SAP Puerto Rico GmbH,
Walldorf7)
|
|
|
100.0
|
|
|
|
22,802
|
|
|
|
155
|
|
|
|
872
|
|
|
|
32
|
|
SAP Retail Solutions Beteiligungsgesellschaft mbH, Walldorf
|
|
|
100.0
|
|
|
|
0
|
|
|
|
179
|
|
|
|
14,090
|
|
|
|
0
|
|
SAP Vierte Beteiligungs- und Vermögensverwaltung GmbH,
Walldorf
|
|
|
100.0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
25
|
|
|
|
0
|
|
SAP Zweite Beteiligungs- und Vermögensverwaltung GmbH,
Walldorf5),9)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
87,373
|
|
|
|
90,944
|
|
|
|
0
|
|
Steeb Anwendungssysteme GmbH,
Abstatt9)
|
|
|
100.0
|
|
|
|
61,068
|
|
|
|
2,022
|
|
|
|
14,009
|
|
|
|
191
|
|
Sybase Germany GmbH,
Düsseldorf3),
4), 8)
|
|
|
100.0
|
|
|
|
15,945
|
|
|
|
474
|
|
|
|
(2,975
|
)
|
|
|
161
|
|
TechniData BCS GmbH,
Siegen3),
4)
|
|
|
100.0
|
|
|
|
4,726
|
|
|
|
(378
|
)
|
|
|
744
|
|
|
|
33
|
|
TechniData GmbH, Markdorf
3)
|
|
|
100.0
|
|
|
|
48,579
|
|
|
|
7,013
|
|
|
|
83,615
|
|
|
|
285
|
|
Wicommunications GmbH,
Munich4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
49
|
|
|
|
0
|
|
REST OF EUROPE, MIDDLE EAST, AFRICA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ambin Properties (Proprietary) Limited, Johannesburg, South
Africa4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
(60
|
)
|
|
|
(562
|
)
|
|
|
0
|
|
Armstrong Laing (North America) Limited, London, United
Kingdom4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1
|
|
|
|
0
|
|
Armstrong Laing Limited, London, United
Kingdom4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
(2
|
)
|
|
|
2,975
|
|
|
|
0
|
|
Blue-Edge Software Limited, London,
United Kingdom4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Business Objects (UK) Limited, London,
United Kingdom4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
461
|
|
|
|
32,026
|
|
|
|
0
|
|
Business Objects Holding B.V., s-Hertogenbosch, the
Netherlands4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
51
|
|
|
|
36,024
|
|
|
|
0
|
|
Business Objects Software Limited, Dublin,
Ireland4)
|
|
|
100.0
|
|
|
|
683,339
|
|
|
|
156,511
|
|
|
|
2,779,237
|
|
|
|
195
|
|
F-98
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Total
|
|
|
Profit/ Loss(-)
|
|
|
Total Equity
|
|
|
Employees
|
|
|
|
|
|
|
Revenue
|
|
|
After Tax for
|
|
|
as of
|
|
|
as of
|
|
as at December 31, 2010
|
|
Ownership
|
|
|
in
20101)
|
|
|
20101)
|
|
|
12/31/20101)
|
|
|
12/31/20102)
|
|
Name and Location of Company
|
|
%
|
|
|
(000)
|
|
|
(000)
|
|
|
(000)
|
|
|
|
|
|
Cartesis UK Limited, London, United
Kingdom4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
1
|
|
|
|
1,116
|
|
|
|
0
|
|
Chemical Exchange Directory S.A., Collonge-Bellerive,
Switzerland3),4)
|
|
|
100.0
|
|
|
|
841
|
|
|
|
216
|
|
|
|
1,600
|
|
|
|
1
|
|
Christie Partners Holding CV, Rotterdam, The Netherlands
3),4),8)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
15
|
|
|
|
(21,823
|
)
|
|
|
0
|
|
Crystal Decisions (Ireland) Limited, Dublin,
Ireland4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
205
|
|
|
|
44,612
|
|
|
|
0
|
|
Crystal Decisions France S.A.S., Levallois-Perret,
France4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
52
|
|
|
|
7,863
|
|
|
|
0
|
|
Crystal Decisions Holding Limited, Dublin,
Ireland4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
61
|
|
|
|
77,556
|
|
|
|
0
|
|
Crystal Decisions UK Limited, London,
United Kingdom4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
1,469
|
|
|
|
2,125
|
|
|
|
0
|
|
Edgewing Limited, London, United
Kingdom4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
354
|
|
|
|
(17
|
)
|
|
|
0
|
|
Inxight Software UK Limited, London,
United Kingdom4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
143
|
|
|
|
0
|
|
Joe D Partners CV, Utrecht, The Netherlands
3),4),8)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
18,112
|
|
|
|
707,768
|
|
|
|
0
|
|
Limited Liability Company SAP CIS, Moscow, Russia
|
|
|
100.0
|
|
|
|
278,497
|
|
|
|
29,068
|
|
|
|
129,782
|
|
|
|
504
|
|
Limited Liability Company SAP Kazakhstan, Almaty, Kazakhstan
|
|
|
100.0
|
|
|
|
12,267
|
|
|
|
103
|
|
|
|
1,295
|
|
|
|
11
|
|
Limited Liability Company SAP Ukraine, Kiev, Ukraine
|
|
|
100.0
|
|
|
|
13,323
|
|
|
|
(448
|
)
|
|
|
(1,559
|
)
|
|
|
103
|
|
Merlin Systems Oy, Espoo,
Finland4)
|
|
|
100.0
|
|
|
|
7,929
|
|
|
|
472
|
|
|
|
1,873
|
|
|
|
28
|
|
Millsgate Holding B.V., Amsterdam, the
Netherlands4)
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S.A.P. Nederland B.V., s-Hertogenbosch, the Netherlands
|
|
|
100.0
|
|
|
|
339,452
|
|
|
|
45,941
|
|
|
|
332,880
|
|
|
|
399
|
|
SAF Simulation, Analysis and Forecasting AG, Tägerwilen,
Switzerland
|
|
|
70.9
|
|
|
|
14,610
|
|
|
|
752
|
|
|
|
34,788
|
|
|
|
61
|
|
SAF Simulation, Analysis and Forecasting Slovakia s.r.o.,
Bratislava,
Slovakia4)
|
|
|
70.9
|
|
|
|
1,242
|
|
|
|
(88
|
)
|
|
|
170
|
|
|
|
20
|
|
SAP NOVABASE, A.C.E., Porto Salvo,
Portugal3),4)
|
|
|
66.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SAP (Schweiz) AG, Biel, Switzerland
|
|
|
100.0
|
|
|
|
485,957
|
|
|
|
21,245
|
|
|
|
65,347
|
|
|
|
541
|
|
SAP (UK) Limited, Feltham, United Kingdom
|
|
|
100.0
|
|
|
|
612,522
|
|
|
|
63,944
|
|
|
|
94,265
|
|
|
|
1,044
|
|
SAP Belgium Systems Applications and Products NV/SA,
Brussels,
Belgium4)
|
|
|
100.0
|
|
|
|
166,008
|
|
|
|
12,833
|
|
|
|
98,102
|
|
|
|
256
|
|
SAP BULGARIA EOOD, Sofia,
Bulgaria4)
|
|
|
100.0
|
|
|
|
2,549
|
|
|
|
(184
|
)
|
|
|
795
|
|
|
|
10
|
|
SAP Business Services Center Europe, s.r.o., Prague, Czech
Republic
|
|
|
100.0
|
|
|
|
22,185
|
|
|
|
602
|
|
|
|
6,475
|
|
|
|
284
|
|
SAP Commercial Services Ltd., Valetta, Malta
|
|
|
100.0
|
|
|
|
0
|
|
|
|
(5
|
)
|
|
|
(10
|
)
|
|
|
0
|
|
SAP ČR, spol. s r.o., Prague, Czech Republic
|
|
|
100.0
|
|
|
|
85,687
|
|
|
|
10,447
|
|
|
|
27,726
|
|
|
|
225
|
|
SAP CYPRUS Ltd, Nicosia,
Cyprus4)
|
|
|
100.0
|
|
|
|
3,252
|
|
|
|
(3
|
)
|
|
|
(1,824
|
)
|
|
|
2
|
|
SAP d.o.o., Zagreb, Croatia
|
|
|
100.0
|
|
|
|
6,807
|
|
|
|
(983
|
)
|
|
|
(431
|
)
|
|
|
17
|
|
F-99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Total
|
|
|
Profit/ Loss(-)
|
|
|
Total Equity
|
|
|
Employees
|
|
|
|
|
|
|
Revenue
|
|
|
After Tax for
|
|
|
as of
|
|
|
as of
|
|
as at December 31, 2010
|
|
Ownership
|
|
|
in
20101)
|
|
|
20101)
|
|
|
12/31/20101)
|
|
|
12/31/20102)
|
|
Name and Location of Company
|
|
%
|
|
|
(000)
|
|
|
(000)
|
|
|
(000)
|
|
|
|
|
|
SAP Danmark A/S, Copenhagen, Denmark
|
|
|
100.0
|
|
|
|
142,267
|
|
|
|
17,286
|
|
|
|
29,753
|
|
|
|
154
|
|
SAP Egypt LLC, Cairo, Egypt
3),4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
9
|
|
|
|
0
|
|
SAP EMEA Inside Sales S.L., Barcelona, Spain
|
|
|
100.0
|
|
|
|
14,593
|
|
|
|
444
|
|
|
|
1,646
|
|
|
|
135
|
|
SAP España Sistemas, Aplicaciones y Productos
en la Informática, S.A., Madrid,
Spain4)
|
|
|
100.0
|
|
|
|
224,089
|
|
|
|
27,335
|
|
|
|
177,793
|
|
|
|
359
|
|
SAP Estonia OÜ, Tallinn, Estonia
|
|
|
100.0
|
|
|
|
1,320
|
|
|
|
16
|
|
|
|
16
|
|
|
|
1
|
|
SAP Finland Oy, Espoo, Finland
|
|
|
100.0
|
|
|
|
96,985
|
|
|
|
11,022
|
|
|
|
65,135
|
|
|
|
109
|
|
SAP France Holding, Paris, France
|
|
|
100.0
|
|
|
|
606
|
|
|
|
91,943
|
|
|
|
4,879,572
|
|
|
|
4
|
|
SAP France, Paris, France
|
|
|
100.0
|
|
|
|
716,143
|
|
|
|
67,047
|
|
|
|
1,584,792
|
|
|
|
1,432
|
|
SAP HELLAS SYSTEMS APPLICATIONS AND DATA PROCESSING S.A, Athens,
Greece
|
|
|
100.0
|
|
|
|
32,782
|
|
|
|
1,907
|
|
|
|
7,451
|
|
|
|
54
|
|
SAP Hungary Rendszerek, Alkalmazások és Termékek
az Adatfeldolgozásban Informatikai Kft., Budapest, Hungary
|
|
|
100.0
|
|
|
|
45,533
|
|
|
|
229
|
|
|
|
17,616
|
|
|
|
367
|
|
SAP Ireland Limited, Dublin, Ireland
|
|
|
100.0
|
|
|
|
3,781
|
|
|
|
777
|
|
|
|
(1,181
|
)
|
|
|
0
|
|
SAP Ireland US-Financials Services Ltd., Dublin,
Ireland3),4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
67,288
|
|
|
|
2,284,278
|
|
|
|
3
|
|
SAP Israel Ltd., Raanana, Israel
|
|
|
100.0
|
|
|
|
15,842
|
|
|
|
196
|
|
|
|
(3,536
|
)
|
|
|
75
|
|
SAP Italia Sistemi Applicazioni Prodotti in Data Processing
S.p.A., Milan,
Italy4)
|
|
|
100.0
|
|
|
|
306,418
|
|
|
|
22,256
|
|
|
|
242,814
|
|
|
|
508
|
|
SAP Labs Bulgaria EOOD, Sofia, Bulgaria
|
|
|
100.0
|
|
|
|
19,607
|
|
|
|
845
|
|
|
|
4,417
|
|
|
|
439
|
|
SAP Labs Finland Oy, Espoo,
Finland4)8)
|
|
|
100.0
|
|
|
|
7,188
|
|
|
|
421
|
|
|
|
45,775
|
|
|
|
48
|
|
SAP LABS France S.A.S., Mougins, France
|
|
|
100.0
|
|
|
|
39,206
|
|
|
|
9,041
|
|
|
|
22,113
|
|
|
|
264
|
|
SAP Labs Israel Ltd., Raanana, Israel
|
|
|
100.0
|
|
|
|
42,020
|
|
|
|
2,076
|
|
|
|
12,404
|
|
|
|
304
|
|
SAP Latvia SIA, Riga, Latvia
|
|
|
100.0
|
|
|
|
1,452
|
|
|
|
138
|
|
|
|
(508
|
)
|
|
|
2
|
|
SAP Malta Investments Ltd., Valetta, Malta
|
|
|
100.0
|
|
|
|
0
|
|
|
|
(5
|
)
|
|
|
(10
|
)
|
|
|
0
|
|
SAP Middle East and North Africa L.L.C., Dubai, United Arab
Emirates7)
|
|
|
49.0
|
|
|
|
65,203
|
|
|
|
(19,775
|
)
|
|
|
19,994
|
|
|
|
162
|
|
SAP Nederland Holding B.V., s-Hertogenbosch, The Netherlands
|
|
|
100.0
|
|
|
|
0
|
|
|
|
994
|
|
|
|
518,981
|
|
|
|
0
|
|
SAP Norge AS, Lysaker, Norway
|
|
|
100.0
|
|
|
|
61,484
|
|
|
|
(4,137
|
)
|
|
|
23,571
|
|
|
|
86
|
|
SAP Österreich GmbH, Vienna, Austria
|
|
|
100.0
|
|
|
|
159,844
|
|
|
|
18,961
|
|
|
|
24,015
|
|
|
|
348
|
|
SAP Polska Sp. z o.o., Warsaw, Poland
|
|
|
100.0
|
|
|
|
61,850
|
|
|
|
6,101
|
|
|
|
29,156
|
|
|
|
122
|
|
SAP Portals Israel Ltd., Raanana,
Israel4)
|
|
|
100.0
|
|
|
|
53,699
|
|
|
|
14,299
|
|
|
|
84,152
|
|
|
|
291
|
|
SAP Portugal Sistemas, Aplicações e
Produtos Informáticos, Sociedade Unipessoal, Lda., Porto
Salvo, Portugal
|
|
|
100.0
|
|
|
|
52,387
|
|
|
|
1,968
|
|
|
|
14,405
|
|
|
|
99
|
|
SAP Public Serv. Hungary, Budapest, Hungary
|
|
|
100.0
|
|
|
|
828
|
|
|
|
273
|
|
|
|
399
|
|
|
|
5
|
|
SAP Romania SRL, Bucharest, Romania
|
|
|
100.0
|
|
|
|
17,592
|
|
|
|
2,991
|
|
|
|
5,459
|
|
|
|
94
|
|
SAP Saudi Arabia Software Services Limited, Riyadh, Kingdom of
Saudi Arabia
|
|
|
100.0
|
|
|
|
26,297
|
|
|
|
2,973
|
|
|
|
30,207
|
|
|
|
30
|
|
SAP Saudi Arabia Software Trading Limited, Riyadh, Kingdom of
Saudi Arabia
|
|
|
51.0
|
|
|
|
15,919
|
|
|
|
(1,322
|
)
|
|
|
7,828
|
|
|
|
31
|
|
SAP Service and Support (Ireland) Limited, Dublin, Ireland
|
|
|
100.0
|
|
|
|
60,434
|
|
|
|
2,032
|
|
|
|
27,736
|
|
|
|
700
|
|
F-100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Total
|
|
|
Profit/ Loss(-)
|
|
|
Total Equity
|
|
|
Employees
|
|
|
|
|
|
|
Revenue
|
|
|
After Tax for
|
|
|
as of
|
|
|
as of
|
|
as at December 31, 2010
|
|
Ownership
|
|
|
in
20101)
|
|
|
20101)
|
|
|
12/31/20101)
|
|
|
12/31/20102)
|
|
Name and Location of Company
|
|
%
|
|
|
(000)
|
|
|
(000)
|
|
|
(000)
|
|
|
|
|
|
SAP sistemi, aplikacije in produkti za obdelavo podatkov d.o.o.,
Ljubljana, Slovenia
|
|
|
100.0
|
|
|
|
14,222
|
|
|
|
1,342
|
|
|
|
6,585
|
|
|
|
24
|
|
SAP Slovensko s.r.o., Bratislava, Slovakia
|
|
|
100.0
|
|
|
|
35,067
|
|
|
|
1,346
|
|
|
|
18,214
|
|
|
|
140
|
|
SAP Svenska Aktiebolag, Stockholm, Sweden
|
|
|
100.0
|
|
|
|
122,313
|
|
|
|
11,715
|
|
|
|
17,018
|
|
|
|
117
|
|
SAP Türkiye Yazilim Üretim ve Ticaret A.S., Istanbul,
Turkey
|
|
|
100.0
|
|
|
|
46,496
|
|
|
|
2,278
|
|
|
|
16,483
|
|
|
|
96
|
|
SAP UAB (Lithuania), Vilnius, Lithuania
|
|
|
100.0
|
|
|
|
1,879
|
|
|
|
(682
|
)
|
|
|
(463
|
)
|
|
|
3
|
|
SAP West Balkans d.o.o., Belgrade, Serbia
|
|
|
100.0
|
|
|
|
8,832
|
|
|
|
1,414
|
|
|
|
2,265
|
|
|
|
26
|
|
Set Analyzer UK Limited, London, United
Kingdom4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,010
|
|
|
|
0
|
|
Sybase (Schweiz) GmbH, Zürich, Switzerland
3),4),8)
|
|
|
100.0
|
|
|
|
586
|
|
|
|
(14
|
)
|
|
|
1,194
|
|
|
|
7
|
|
Sybase (UK) Limited, Maidenhead, United Kingdom
3),4),8)
|
|
|
100.0
|
|
|
|
18,092
|
|
|
|
1,415
|
|
|
|
(904
|
)
|
|
|
205
|
|
Sybase 365 Limited, Maidenhead, United Kingdom
3),4),8)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Sybase ApS, Copenhagen, Denmark
3),4),8)
|
|
|
100.0
|
|
|
|
136
|
|
|
|
7
|
|
|
|
437
|
|
|
|
2
|
|
Sybase Europe B.V., Utrecht, The Netherlands
3),4),8)
|
|
|
100.0
|
|
|
|
65,075
|
|
|
|
(11,767
|
)
|
|
|
12,508
|
|
|
|
48
|
|
Sybase France S.a.r.l., Paris, France
3),4),8)
|
|
|
100.0
|
|
|
|
19,941
|
|
|
|
2,607
|
|
|
|
(10,448
|
)
|
|
|
119
|
|
Sybase Iberia S.L., Madrid, Spain
3),4),8)
|
|
|
100.0
|
|
|
|
5,114
|
|
|
|
139
|
|
|
|
(21,723
|
)
|
|
|
33
|
|
Sybase Italia SRL, Milano, Italy
3),4),8)
|
|
|
100.0
|
|
|
|
3,107
|
|
|
|
(129
|
)
|
|
|
(422
|
)
|
|
|
34
|
|
Sybase Luxembourg s.a.r.l, Luxembourg
3),4),8)
|
|
|
100.0
|
|
|
|
99
|
|
|
|
(4
|
)
|
|
|
(25
|
)
|
|
|
0
|
|
Sybase Nederland B.V., Utrecht, The Netherlands
3),4),8)
|
|
|
100.0
|
|
|
|
924
|
|
|
|
36
|
|
|
|
4,949
|
|
|
|
15
|
|
Sybase Norge AS, Oslo, Norway
3),4),8)
|
|
|
100.0
|
|
|
|
398
|
|
|
|
15
|
|
|
|
819
|
|
|
|
3
|
|
Sybase Software BVBA/SPRL, Zaventem, Belgium
3),4),8)
|
|
|
100.0
|
|
|
|
1,582
|
|
|
|
(7
|
)
|
|
|
859
|
|
|
|
19
|
|
Sybase South Africa (Proprietary) Limited, Johannesburg, South
Africa
3),4),8)
|
|
|
100.0
|
|
|
|
7,788
|
|
|
|
560
|
|
|
|
(5,284
|
)
|
|
|
143
|
|
Sybase Sverige AB, Kista, Sweden
3),4),8)
|
|
|
100.0
|
|
|
|
2,052
|
|
|
|
256
|
|
|
|
1,544
|
|
|
|
25
|
|
Systems Applications Products Africa Region (Proprietary)
Limited, Johannesburg, South
Africa4)
|
|
|
100.0
|
|
|
|
31,534
|
|
|
|
2,899
|
|
|
|
17,503
|
|
|
|
13
|
|
Systems Applications Products (Africa) (Proprietary) Limited,
Johannesburg, South Africa
|
|
|
100.0
|
|
|
|
0
|
|
|
|
6,950
|
|
|
|
101,028
|
|
|
|
0
|
|
Systems Applications Products Nigeria Limited, Abuja,
Nigeria4)
|
|
|
100.0
|
|
|
|
12,531
|
|
|
|
953
|
|
|
|
1,696
|
|
|
|
26
|
|
Systems Applications Products South Africa (Proprietary)
Limited, Johannesburg, South
Africa4)
|
|
|
89.5
|
|
|
|
177,582
|
|
|
|
14,582
|
|
|
|
36,850
|
|
|
|
308
|
|
TechniData Labs Bulgaria EOOD, Sofia,
Bulgaria3),4)
|
|
|
100.0
|
|
|
|
1,024
|
|
|
|
277
|
|
|
|
652
|
|
|
|
24
|
|
TomorrowNow (UK) Limited, Feltham,
United Kingdom4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
438
|
|
|
|
27
|
|
|
|
0
|
|
TomorrowNow Nederland B.V., Amsterdam, the Netherlands
|
|
|
100.0
|
|
|
|
0
|
|
|
|
(306
|
)
|
|
|
(3,207
|
)
|
|
|
1
|
|
AMERICAS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110405, Inc., Newtown Square, Pennsylvania, USA
|
|
|
100.0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
15,636
|
|
|
|
0
|
|
Business Objects Argentina S.R.L., Buenos Aires,
Argentina4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
83
|
|
|
|
0
|
|
F-101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Total
|
|
|
Profit/ Loss(-)
|
|
|
Total Equity
|
|
|
Employees
|
|
|
|
|
|
|
Revenue
|
|
|
After Tax for
|
|
|
as of
|
|
|
as of
|
|
as at December 31, 2010
|
|
Ownership
|
|
|
in
20101)
|
|
|
20101)
|
|
|
12/31/20101)
|
|
|
12/31/20102)
|
|
Name and Location of Company
|
|
%
|
|
|
(000)
|
|
|
(000)
|
|
|
(000)
|
|
|
|
|
|
Business Objects Option, LLC, Wilmington, Delaware,
USA4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
1,133
|
|
|
|
62,587
|
|
|
|
0
|
|
Clear Standards, Inc., Sterling, Virginia,
USA4)
|
|
|
100.0
|
|
|
|
66
|
|
|
|
(1,212
|
)
|
|
|
16,074
|
|
|
|
0
|
|
Extended Systems, Inc., Boise, Idaho,
USA3),4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
21
|
|
|
|
17,041
|
|
|
|
0
|
|
Financial Fusion, Inc., Concord, Massachusetts,
USA3),4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Frictionless Commerce, Inc., Newtown Square, Pennsylvania,
USA4)
|
|
|
100.0
|
|
|
|
2,370
|
|
|
|
(241
|
)
|
|
|
36,063
|
|
|
|
0
|
|
Highdeal, Inc., New York,
USA4)
|
|
|
100.0
|
|
|
|
367
|
|
|
|
87
|
|
|
|
(20
|
)
|
|
|
0
|
|
iAnywhere Solutions Canada Ltd, Waterloo,
Canada3),4),8)
|
|
|
100.0
|
|
|
|
726
|
|
|
|
1,205
|
|
|
|
5,748
|
|
|
|
149
|
|
iAnywhere Solutions Inc., Dublin, California,
USA3),4),8)
|
|
|
100.0
|
|
|
|
16,153
|
|
|
|
8,454
|
|
|
|
102,682
|
|
|
|
91
|
|
INEA Corporation USA, Wilmington, Delaware,
USA4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
76
|
|
|
|
319
|
|
|
|
0
|
|
Inxight Federal Systems Group, Inc., Wilmington, Delaware,
USA4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
(2
|
)
|
|
|
97
|
|
|
|
0
|
|
Khimetrics Canada, Inc., Montreal,
Canada4)
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liberia LLC, Wilmington, Delaware,
USA4)
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maxware, Inc., Newtown Square, Pennsylvania,
USA4)
|
|
|
100.0
|
|
|
|
227
|
|
|
|
(333
|
)
|
|
|
(412
|
)
|
|
|
0
|
|
SAF Simulation, Analysis and Forecasting U.S.A., Inc.,
Grapevine, Texas,
USA4)
|
|
|
70.9
|
|
|
|
3,988
|
|
|
|
83
|
|
|
|
705
|
|
|
|
13
|
|
SAP America, Inc., Newtown Square, Pennsylvania, USA
|
|
|
100.0
|
|
|
|
3,167,086
|
|
|
|
356,808
|
|
|
|
1,211,348
|
|
|
|
5,201
|
|
SAP Andina y del Caribe C.A., Caracas,
Venezuela7)
|
|
|
100.0
|
|
|
|
17,379
|
|
|
|
(25,867
|
)
|
|
|
306
|
|
|
|
56
|
|
SAP ARGENTINA S.A., Buenos Aires, Argentina
|
|
|
100.0
|
|
|
|
119,988
|
|
|
|
3,863
|
|
|
|
20,951
|
|
|
|
490
|
|
SAP Brasil Ltda, São Paulo, Brazil
|
|
|
100.0
|
|
|
|
407,585
|
|
|
|
15,130
|
|
|
|
111,708
|
|
|
|
1,094
|
|
SAP Canada Inc., Toronto, Canada
|
|
|
100.0
|
|
|
|
621,852
|
|
|
|
47,357
|
|
|
|
416,334
|
|
|
|
2,053
|
|
SAP Colombia S.A.S., Bogota, Colombia
|
|
|
100.0
|
|
|
|
60,675
|
|
|
|
(31
|
)
|
|
|
(3,628
|
)
|
|
|
154
|
|
SAP Costa Rica, S.A., San José, Costa
Rica3),4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
SAP Financial Inc., Toronto,
Canada4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
25,297
|
|
|
|
7,680
|
|
|
|
0
|
|
SAP Global Marketing, Inc., New York, USA
|
|
|
100.0
|
|
|
|
224,592
|
|
|
|
3,042
|
|
|
|
18,234
|
|
|
|
469
|
|
SAP Government Support & Services, Inc., Newtown
Square, Pennsylvania,
USA4)
|
|
|
100.0
|
|
|
|
38,482
|
|
|
|
3,237
|
|
|
|
120,886
|
|
|
|
173
|
|
SAP Industries, Inc., Scottsdale, Arizona,
USA4),7)
|
|
|
100.0
|
|
|
|
267,868
|
|
|
|
32,957
|
|
|
|
370,017
|
|
|
|
439
|
|
SAP International, Inc., Miami, Florida,
USA4)
|
|
|
100.0
|
|
|
|
69,959
|
|
|
|
1,017
|
|
|
|
11,710
|
|
|
|
47
|
|
SAP Investments, Inc., Wilmington, Delaware,
USA4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
11,541
|
|
|
|
616,468
|
|
|
|
0
|
|
SAP LABS, LLC, Palo Alto, California,
USA4)
|
|
|
100.0
|
|
|
|
462,541
|
|
|
|
25,582
|
|
|
|
115,334
|
|
|
|
2,091
|
|
SAP México S.A. de C.V., Mexico City, Mexico
|
|
|
100.0
|
|
|
|
183,702
|
|
|
|
(13,526
|
)
|
|
|
19,639
|
|
|
|
381
|
|
SAP PERU S.A.C., Inc., Lima, Peru
|
|
|
100.0
|
|
|
|
20,092
|
|
|
|
(1,496
|
)
|
|
|
(4,734
|
)
|
|
|
47
|
|
SAP Public Services, Inc., Washington, D.C.,
USA4)
|
|
|
100.0
|
|
|
|
307,374
|
|
|
|
40,608
|
|
|
|
237,316
|
|
|
|
249
|
|
SAP Technologies Inc., Palo Alto, California, USA
3),4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
SAP Ventures Fund I Holdings, LLC, Wilmington, Delaware,
USA 3)
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Total
|
|
|
Profit/ Loss(-)
|
|
|
Total Equity
|
|
|
Employees
|
|
|
|
|
|
|
Revenue
|
|
|
After Tax for
|
|
|
as of
|
|
|
as of
|
|
as at December 31, 2010
|
|
Ownership
|
|
|
in
20101)
|
|
|
20101)
|
|
|
12/31/20101)
|
|
|
12/31/20102)
|
|
Name and Location of Company
|
|
%
|
|
|
(000)
|
|
|
(000)
|
|
|
(000)
|
|
|
|
|
|
Sybase 365 LLC, Dublin, California,
USA3),4),8)
|
|
|
100.0
|
|
|
|
18,813
|
|
|
|
(482
|
)
|
|
|
96,753
|
|
|
|
139
|
|
Sybase 365 Ltd., Tortola, British Virgin
Islands3),4),8)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
(1,927
|
)
|
|
|
0
|
|
Sybase Argentina S.A., Buenos Aires,
Argentina3),4),8)
|
|
|
100.0
|
|
|
|
967
|
|
|
|
98
|
|
|
|
1,170
|
|
|
|
14
|
|
Sybase Canada Ltd., Waterloo,
Canada3),4),8)
|
|
|
100.0
|
|
|
|
4,149
|
|
|
|
234
|
|
|
|
8,416
|
|
|
|
61
|
|
Sybase de Mexico, S. De R.L. de C.V., Mexico City,
Mexico3),4),8)
|
|
|
100.0
|
|
|
|
2,047
|
|
|
|
34
|
|
|
|
1,615
|
|
|
|
29
|
|
Sybase do Brasil Software Ltda., Sao Paulo,
Brasil3),4),8)
|
|
|
100.0
|
|
|
|
7,775
|
|
|
|
344
|
|
|
|
1,053
|
|
|
|
30
|
|
Sybase Global LLC, Dublin, California,
USA3),4),8)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
7,291
|
|
|
|
0
|
|
Sybase Intl Holdings LLC, Dublin, California,
USA3),4),8)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
11,665
|
|
|
|
0
|
|
Sybase, Inc., Dublin, California,
USA3),4),8)
|
|
|
100.0
|
|
|
|
106,725
|
|
|
|
105,162
|
|
|
|
4,484,785
|
|
|
|
1,216
|
|
TechniData America LLC, Wilmington, Delaware,
USA3),4)
|
|
|
100.0
|
|
|
|
9,878
|
|
|
|
(96
|
)
|
|
|
(392
|
)
|
|
|
64
|
|
TomorrowNow, Inc., Bryan, Texas,
USA4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
(1,065,737
|
)
|
|
|
(991,350
|
)
|
|
|
3
|
|
ASIA PACIFIC JAPAN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beijing Zhang Zhong Hu Dong Xin Si Ju Shu Co. Ltd., Beijing,
China
3),4)
|
|
|
100.0
|
|
|
|
810
|
|
|
|
7
|
|
|
|
(842
|
)
|
|
|
7
|
|
Business Objects Asia Pacific Pte Limited,
Singapore4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
63
|
|
|
|
39,646
|
|
|
|
0
|
|
Business Objects Australia Pty Limited, Sydney,
Australia4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
(15,276
|
)
|
|
|
(51
|
)
|
|
|
0
|
|
Business Objects Malaysia Sdn. Bhd., Kuala Lumpur,
Malaysia4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
262
|
|
|
|
0
|
|
Business Objects Software (Shanghai) Co., Ltd., Shanghai, China
|
|
|
100.0
|
|
|
|
12,724
|
|
|
|
1,052
|
|
|
|
4,834
|
|
|
|
154
|
|
Crystal Decisions (Hong Kong) Limited, Hong Kong,
China4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
(12
|
)
|
|
|
0
|
|
|
|
0
|
|
iAnywhere K.K., Tokyo, Japan
3),4),8)
|
|
|
100.0
|
|
|
|
3,780
|
|
|
|
(40
|
)
|
|
|
(2,602
|
)
|
|
|
22
|
|
PT SAP Indonesia, Jakarta, Indonesia
|
|
|
100.0
|
|
|
|
34,757
|
|
|
|
4,823
|
|
|
|
22,869
|
|
|
|
41
|
|
PT Sybase 365 Indonesia, Jakarta, Indonesia
3),4),8)
|
|
|
100.0
|
|
|
|
7
|
|
|
|
(1
|
)
|
|
|
230
|
|
|
|
0
|
|
Ruan Lian Technologies (Beijing) Co. Ltd., Beijing, China
3),4),8)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
(4
|
)
|
|
|
(1,051
|
)
|
|
|
1
|
|
SAP (Beijing) Software System Co., Ltd., Beijing, China
|
|
|
100.0
|
|
|
|
235,091
|
|
|
|
(6,910
|
)
|
|
|
59,523
|
|
|
|
2,143
|
|
SAP Asia Pte Limited, Singapore
|
|
|
100.0
|
|
|
|
199,117
|
|
|
|
8,780
|
|
|
|
25,829
|
|
|
|
651
|
|
SAP Australia Pty Limited, Sydney, Australia
|
|
|
100.0
|
|
|
|
421,184
|
|
|
|
52,771
|
|
|
|
224,011
|
|
|
|
573
|
|
SAP HONG KONG CO. LIMITED, Hong Kong, China
|
|
|
100.0
|
|
|
|
29,869
|
|
|
|
1,396
|
|
|
|
4,245
|
|
|
|
57
|
|
SAP INDIA (HOLDING) PTE LTD, Singapore
|
|
|
100.0
|
|
|
|
0
|
|
|
|
(5
|
)
|
|
|
300
|
|
|
|
0
|
|
SAP INDIA PRIVATE LIMITED, Bangalore,
India4)
|
|
|
100.0
|
|
|
|
257,695
|
|
|
|
25,835
|
|
|
|
172,195
|
|
|
|
1,327
|
|
SAP JAPAN Co., Ltd., Tokyo, Japan
|
|
|
100.0
|
|
|
|
517,418
|
|
|
|
33,893
|
|
|
|
436,595
|
|
|
|
1,075
|
|
SAP Korea Limited, Seoul, South Korea
|
|
|
100.0
|
|
|
|
98,741
|
|
|
|
10,141
|
|
|
|
24,010
|
|
|
|
190
|
|
SAP Labs India Private Limited, Bangalore, India
|
|
|
100.0
|
|
|
|
137,311
|
|
|
|
(8,821
|
)
|
|
|
8,468
|
|
|
|
4,112
|
|
SAP Malaysia Sdn. Bhd., Kuala Lumpur, Malaysia
|
|
|
100.0
|
|
|
|
68,172
|
|
|
|
10,496
|
|
|
|
28,274
|
|
|
|
119
|
|
SAP New Zealand Limited, Auckland, New Zealand
|
|
|
100.0
|
|
|
|
43,924
|
|
|
|
5,509
|
|
|
|
28,560
|
|
|
|
34
|
|
F-103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Total
|
|
|
Profit/ Loss(-)
|
|
|
Total Equity
|
|
|
Employees
|
|
|
|
|
|
|
Revenue
|
|
|
After Tax for
|
|
|
as of
|
|
|
as of
|
|
as at December 31, 2010
|
|
Ownership
|
|
|
in
20101)
|
|
|
20101)
|
|
|
12/31/20101)
|
|
|
12/31/20102)
|
|
Name and Location of Company
|
|
%
|
|
|
(000)
|
|
|
(000)
|
|
|
(000)
|
|
|
|
|
|
SAP PHILIPPINES, INC., Makati, Philippines
|
|
|
100.0
|
|
|
|
25,524
|
|
|
|
1,441
|
|
|
|
7,866
|
|
|
|
36
|
|
SAP R&D Center Korea, Inc., Seoul, South
Korea4)
|
|
|
100.0
|
|
|
|
6,929
|
|
|
|
304
|
|
|
|
15,561
|
|
|
|
70
|
|
SAP SYSTEMS, APPLICATIONS AND PRODUCTS IN DATA PROCESSING
(THAILAND) LTD., Bangkok,
Thailand10)
|
|
|
49.0
|
|
|
|
35,621
|
|
|
|
3,964
|
|
|
|
33,228
|
|
|
|
41
|
|
SAP TAIWAN CO., LTD., Taipei, Taiwan
|
|
|
100.0
|
|
|
|
47,116
|
|
|
|
5,220
|
|
|
|
19,796
|
|
|
|
69
|
|
Sybase (N.Z.) Limited, Wellington, New Zealand
3),4),8)
|
|
|
100.0
|
|
|
|
1,107
|
|
|
|
(414
|
)
|
|
|
3,518
|
|
|
|
5
|
|
Sybase (Singapore) Pte Limited, Singapore
3),4),8)
|
|
|
100.0
|
|
|
|
3,099
|
|
|
|
340
|
|
|
|
1,012
|
|
|
|
183
|
|
Sybase 365 Ltd. (HK), Hong Kong, China
3),4),8)
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sybase Australia Pty Limited, Sydney, Australia
3),4),8)
|
|
|
100.0
|
|
|
|
6,579
|
|
|
|
(772
|
)
|
|
|
6,053
|
|
|
|
38
|
|
Sybase Hong Kong Limited, Hong Kong, China
3),4),8)
|
|
|
100.0
|
|
|
|
3,461
|
|
|
|
(711
|
)
|
|
|
338
|
|
|
|
77
|
|
Sybase India, Ltd., Dublin, California, USA
3),4),8)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
(46
|
)
|
|
|
1,693
|
|
|
|
0
|
|
Sybase KK, Tokyo, Japan
3),4),8)
|
|
|
100.0
|
|
|
|
10,759
|
|
|
|
(3,055
|
)
|
|
|
1,178
|
|
|
|
58
|
|
Sybase Korea, Ltd, Seoul, South Korea
3),4),8)
|
|
|
100.0
|
|
|
|
4,507
|
|
|
|
128
|
|
|
|
2,557
|
|
|
|
47
|
|
Sybase Philippines Inc., Dublin, California, USA
3),4),8)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
(8
|
)
|
|
|
(11
|
)
|
|
|
0
|
|
Sybase Software (China) Co. Ltd., Beijing, China
3),4),8)
|
|
|
100.0
|
|
|
|
7,687
|
|
|
|
1,039
|
|
|
|
13,418
|
|
|
|
383
|
|
Sybase Software (India) Private Ltd, Mumbai, India
3),4),8)
|
|
|
100.0
|
|
|
|
3,257
|
|
|
|
827
|
|
|
|
7,090
|
|
|
|
204
|
|
Sybase Software (Malaysia) Sdn. Bhd., Kuala Lumpur, Malaysia
3),4),8)
|
|
|
100.0
|
|
|
|
1,056
|
|
|
|
58
|
|
|
|
1,532
|
|
|
|
3
|
|
Sybase Taiwan Co. Ltd., Taipei, Taiwan
3),4),8)
|
|
|
100.0
|
|
|
|
2,311
|
|
|
|
118
|
|
|
|
1,458
|
|
|
|
19
|
|
Technidata Asia Pte Limited, Singapore
3),4)
|
|
|
100.0
|
|
|
|
176
|
|
|
|
(183
|
)
|
|
|
97
|
|
|
|
3
|
|
TomorrowNow Australia Pty Limited, Sydney,
Australia4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
5
|
|
|
|
385
|
|
|
|
0
|
|
TomorrowNow Singapore Pte Limited,
Singapore4)
|
|
|
100.0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
87
|
|
|
|
0
|
|
II. INVESTMENTS IN ASSOCIATES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ArisGlobal Holdings, LLC, Stamford, Connecticut,
USA4)
|
|
|
16.00
|
|
|
|
37,835
|
|
|
|
4,175
|
|
|
|
7,145
|
|
|
|
700
|
|
Crossgate AG, München, Munich
|
|
|
6.37
|
|
|
|
33,499
|
|
|
|
3,673
|
|
|
|
37,000
|
|
|
|
251
|
|
Greater Pacific Capital (Cayman), L.P., Grand Cayman, Cayman
Islands
|
|
|
5.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
Original1 GmbH, Frankfurt am Main, Germany
|
|
|
40.00
|
|
|
|
39
|
|
|
|
(4,085
|
)
|
|
|
3,900
|
|
|
|
12
|
|
Procurement Negócios Eletrônicos S/A, Rio de Janeiro,
Brazil4)
|
|
|
17.00
|
|
|
|
15,554
|
|
|
|
1,918
|
|
|
|
15,921
|
|
|
|
0
|
|
RIB Software AG, Stuttgart, Germany
|
|
|
7.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
219
|
|
TechniData IT-Service GmbH, Markdorf,
Germany4)
|
|
|
26.00
|
|
|
|
9,442
|
|
|
|
485
|
|
|
|
892
|
|
|
|
85
|
|
|
|
|
1) |
|
These figures are based on our
local IFRS financial statements prior to eliminations resulting
from consolidation and therefore do not reflect the contribution
of these companies included in the Consolidated Financial
Statements. The translation of the equity into group currency is
based on period-end closing exchange rates, and on average
exchange rates for revenue and net income/loss.
|
|
2) |
|
As at December 31, 2010,
including managing directors, in FTE
|
|
3) |
|
Consolidated for the first time in
2010
|
F-104
|
|
|
4) |
|
Wholly or majority-owned entity of
a subsidiary
|
|
5) |
|
Entity with profit and loss
transfer agreement
|
|
6) |
|
The remaining shares are held by a
trustee
|
|
7) |
|
Restructured and/or renamed in 2010
|
|
8) |
|
The revenue and net income figures
are based on local financial statements prior to consolidation.
Due to the acquisition of Sybase on July 26, the results
are based on IFRS for the period after the acquisition. These
figures include acquisition-related adjustments.
|
|
9) |
|
Pursuant to HGB, section 264
(3) or section 264b, the subsidiaries are exempt from
applying certain legal requirements to their statutory
stand-alone financial statements including the requirement to
prepare notes to the financial statements and a review of
operations, the requirement of independent audit and the
requirement of public disclosure.
|
|
10) |
|
The remaining shares are the
preference shares without the right to vote.
|
F-105
|
|
|
|
|
as at December 31, 2010
|
|
|
|
|
Name and Location of Company
|
|
|
|
|
III. OTHER EQUITY INVESTMENTS (ownership 5 or more
percent)
|
|
|
|
|
Aepona Ltd., Belfast, Northern Ireland, United Kingdom
|
|
|
|
|
Apigee Corporation, Santa Clara, California, USA
|
|
|
|
|
Apriso Corporation, Long Beach, California, USA
|
|
|
|
|
Connectiva Systems, Inc., New York, USA
|
|
|
|
|
Deutsches Forschungszentrum für Künstliche Intelligenz
GmbH, Kaiserslautern, Germany
|
|
|
|
|
EIT ICT Labs GmbH, Berlin, Germany
|
|
|
|
|
Ignite Technologies, Inc., Frisco, Texas, USA
|
|
|
|
|
InnovationLab GmbH, Heidelberg, Germany
|
|
|
|
|
iTAC Software AG, Dernbach, Germany
|
|
|
|
|
iYogi Holdings Pvt. Ltd., Port Louis, Mauritius
|
|
|
|
|
Lavante, Inc., San Jose, California, USA
|
|
|
|
|
MuleSoft, Inc., San Francisco, California, USA
|
|
|
|
|
MVP Strategic Partnership Fund GmbH & Co. KG,
Grünwald, Germany
|
|
|
|
|
OnDeck Capital, Inc., New York, USA
|
|
|
|
|
Onventis GmbH, Stuttgart, Germany
|
|
|
|
|
Post for Systems, Cairo, Egypt
|
|
|
|
|
Powersim Corporation, Herndon, Virginia, USA
|
|
|
|
|
QCLS Corporation, Woodside, California, USA
|
|
|
|
|
Qumu, Inc., San Bruno, California, USA
|
|
|
|
|
Realize Corporation, Tokyo, Japan
|
|
|
|
|
Retail Solutions, Inc. (legal name: T3C, Inc.), Mountain View,
California, USA
|
|
|
|
|
Return Path, Inc., New York, USA
|
|
|
|
|
Smart City Planning, Inc., Tokyo, Japan
|
|
|
|
|
SupplyOn AG, Hallbergmoos, Germany
|
|
|
|
|
Technologie- und Gründerzentrum Walldorf Stiftung GmbH,
Walldorf, Germany
|
|
|
|
|
F-106