UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
October 21, 2005
Commission file number:
1-14251
SAP AKTIENGESELLSCHAFT
SYSTEME, ANWENDUNGEN, PRODUKTE IN DER DATENVERARBEITUNG
(Exact name of registrant as specified in its charter)
SAP CORPORATION
SYSTEMS, APPLICATIONS AND PRODUCTS IN DATA PROCESSING
(Translation of registrant’s name into English)
Neurottstrasse 16
69190 Walldorf
Federal Republic of Germany
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F or Form 40-F.
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): 82- .
SAP AKTIENGESELLSCHAFT
SYSTEME, ANWENDUNGEN, PRODUKTE IN DER DATENVERARBEITUNG
FORM 6-K
On October 20, 2005, SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der
Datenverarbeitung, a stock corporation organized under the laws of the Federal Republic of Germany
(“SAP”), issued a press release (the “Press Release”) announcing SAP’s financial results for the
third quarter ended September 30, 2005. The Press Release is attached as Exhibit 99.1 hereto and
incorporated by reference herein.
This press release discloses certain financial measures such as pro forma EBITDA, free cash flow,
pro forma operating income, pro forma operating margin, pro forma expenses, pro forma net income,
pro forma earnings per share (EPS) and currency-adjusted year-on-year changes in revenue and
operating income. These measures are not prepared in accordance with generally accepted accounting
principles and are, therefore, considered non-GAAP financial measures. Generally, a non-GAAP
financial measure is a numerical measure of a company’s performance, financial position, or cash
flows that either excludes or includes amounts that are not normally excluded or included in the
most directly comparable measure calculated and presented in accordance with GAAP. The non-GAAP
measures included in our press release have been reconciled to the nearest GAAP measure as is
required under SEC rules regarding the use of non-GAAP financial measures. The non-GAAP measures
should be considered in addition to, and not as a substitute for, or superior to, operating income,
cash flows, or other measures of financial performance prepared in accordance with generally
accepted accounting principles. The pro forma measures used by SAP may be different from pro forma
measures used by other companies.
Management believes that pro forma operating income, pro forma expenses, pro forma net income and
pro forma EPS provide supplemental meaningful information to the investor to fully assess the
financial performance of SAP’s core operations. The pro forma operating measures disclosed are the
same SAP uses in its internal management reporting and as criteria for variable elements of
management compensation. Management believes that pro forma EBITDA and free cash flow are widely
accepted supplemental measures of evaluating operating performance and liquidity among companies.
Eliminated expenses in pro forma expenses, pro forma operating income, pro forma operating margin,
pro forma net income and pro forma EPS are defined as follows:
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Stock-based compensation includes expenses for stock-based compensation as defined under
U.S. GAAP (STAR, LTI and SOP) as well as expenses related to the settlement of stock-based
compensation plans in the context of mergers and acquisitions. Management excludes
stock-based compensation expenses because SAP has no direct influence over the actual
expense of these awards once the Company enters into stock-based compensation plans. |
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Acquisition-related charges include amortization of intangible assets acquired in
acquisitions of businesses or intellectual property. |
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Impairment-related charges include other-than-temporary impairment charges on minority
equity investments. |
In addition, management gives guidance based on GAAP and non-GAAP financial measures. Management
does not provide its guidance on operating margin and earnings per share based on GAAP measures
because these measures include expenses like stock based compensation, impairment related charges
and acquisition related charges. Management deems these expenses as either not being meaningful to
fully assess the financial performance of our core operations or as highly dependent on the
movement of SAP’s share price, or the share price of companies we acquire or in which we invest.
As used herein, “GAAP” refers to generally accepted accounting principles in the United States.
Any statements contained in this document that are not historical facts are forward-looking
statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as
“anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,”
“predict,” “should” and “will” and similar expressions as they relate to SAP are intended to
identify such forward-looking statements. SAP undertakes no obligation to publicly update or revise
any forward-looking statements. All forward-looking statements are subject to various risks and
uncertainties that could cause actual results to differ materially from expectations. The factors
that could affect SAP’s future financial results are discussed more fully in SAP’s filings with the
U.S. Securities and Exchange Commission (the “SEC”), including SAP’s most recent Annual Report on
Form 20-F for 2004 filed with the SEC. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates.
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