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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C. 20549
    FORM 20-F
  o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
    OF THE SECURITIES EXCHANGE ACT OF 1934ORþ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended December 31,
    2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934ORo

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this
    shell company reportFor the transition period
    from          to  Commission file
    number: 1-14251
  
 SAP AG
 (Exact name of Registrant as
    specified in its charter)
  SAP CORPORATION
 (Translation of
    Registrants 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 Bouffordc/o SAP
    Labs
    3410 Hillview Avenue, Palo Alto, CA, 94304, United States of
    America650-849-4000
    (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:
 Title of each class

Name of each exchange on which registeredAmerican Depositary Shares, each Representing
    one Ordinary Share, without nominal value

New York Stock ExchangeOrdinary Shares, without nominal value

New York Stock Exchange*  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 issuers
    classes of capital or common stock as of the close of the period
    covered by the annual report:
  Ordinary Shares, without nominal value: (as of December 31,
    2009)**

1,226,039,608  Indicate
    by check mark if the registrant is a well-known seasoned issuer,
    as defined in Rule 405 of the Securities Act.
 Yes þ

No o  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.
 Yes o

No þ  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.
 Yes þ

No o  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.)
 Yes o

No o  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):
 Large accelerated filer þ

Accelerated filer o

Non-accelerated filero
    (Do not check if a smaller reporting company)

Smaller Reporting company o  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.
 Item 17 o

Item 18 o  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).
 Yes o

No þ   *
    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.  ** Including 37,262,465
    treasury shares.




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TABLE OF
    CONTENTS
   PageINTRODUCTION


1FORWARD-LOOKING STATEMENTS


2FINANCIAL MEASURES CITED IN THIS REVIEW


3Reporting Standards


3Managing for Value


3Measures Used in this Report


5PART I


12ITEM 1. IDENTITY OF DIRECTORS, SENIOR
    MANAGEMENT AND ADVISERS


12ITEM 2. OFFER STATISTICS AND EXPECTED
    TIMETABLE


12ITEM 3. KEY INFORMATION


12Selected Financial Data


12Exchange Rates


13Dividends


15Risk Factors


15ITEM 4. INFORMATION ABOUT SAP


27The SAP Group of Companies


27Sustainability


28Mission and Strategy


30Software and Service Portfolio


32Software Portfolio


33Services Portfolio


41Partner Ecosystem


43Research and Development


47Worldwide Distribution of Development


47SAP Research


48Investments in Innovative Companies


50Committing Resources to Research and
    Development


51Development News and New Offerings


51Acquisitions


56Seasonality


56Sales, Marketing and Distribution


57Intellectual Property, Proprietary Rights and
    Licenses


57Organizational Structure


58Description of Property


58Capital Expenditures


59ITEM 4A. UNRESOLVED STAFF COMMENTS


60ITEM 5. OPERATING AND FINANCIAL REVIEW AND
    PROSPECTS


60Overview


60Economic Conditions


61Global Economic Trends


61The IT Market


62Outlook for 2009


63Performance Against Outlook for 2009
    (Non-GAAP)


63 i




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PageOperating Results (IFRS)


64Our 2009 Results Compared to our 2008 Results
    (IFRS)


65Our 2008 Results Compared to our 2007 Results
    (IFRS)


73Outlook


80Future Trends in the Global Economy


80Forecast for SAP


82Foreign Currency Exchange Rate Exposure


84Liquidity and Capital Resources


84Off-Balance Sheet Arrangements


87Contractual Obligations


87Research and Development


88Critical Accounting Estimates


88New Accounting Standards Not Yet Adopted


89ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND
    EMPLOYEES


90Supervisory Board


90Executive Board


91Compensation Report


92Compensation for Executive Board Members


92End-of-Service
    Benefits


95Shareholdings and Transactions of Executive Board
    Members


105Executive Board: Other Information


105Compensation for Supervisory Board Members


106Long-Term Incentives for the Supervisory Board


107Supervisory Board: Other Information


108Employees


108Share Ownership


110Share-Based Compensation Plans


110ITEM 7. MAJOR SHAREHOLDERS AND RELATED-PARTY
    TRANSACTIONS


110Major Shareholders


110Related-Party Transactions


111ITEM 8. FINANCIAL INFORMATION


111Consolidated Financial Statements and Financial
    Statement Schedule


111Other Financial Information


112ITEM 9. THE OFFER AND LISTING


112General


112Trading on the Frankfurt Stock Exchange and the
    NYSE


113ITEM 10. ADDITIONAL INFORMATION


114Articles of Incorporation


114Corporate Governance


114Change in Control


118Change in Share Capital


118Rights Accompanying our Shares


119Taxation


120Material Contracts


125Documents on Display


126ITEM 11. QUANTITATIVE AND QUALITATIVE
    DISCLOSURES ABOUT MARKET RISK


126 ii




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PageITEM 12. DESCRIPTION OF SECURITIES OTHER
    THAN EQUITY SECURITIES


127American Depositary Shares


127PART II


128ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND
    DELINQUENCIES


128ITEM 14. MATERIAL MODIFICATIONS TO THE
    RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS


128ITEM 15. CONTROLS AND PROCEDURES


128Evaluation of Disclosure Controls and
    Procedures


128Managements Annual Report on Internal
    Control over Financial Reporting


129Changes in Internal Control over Financial
    Reporting


129ITEM 16. [RESERVED]


129ITEM 16A. AUDIT COMMITTEE FINANCIAL
    EXPERT


129ITEM 16B. CODE OF ETHICS


129ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND
    SERVICES


130Audit Fees, Audit-Related Fees, Tax Fees and All
    Other Fees


130Audit Committees Pre-Approval Policies and
    Procedures


130ITEM 16D. EXEMPTIONS FROM THE LISTING
    STANDARDS FOR AUDIT COMMITTEES


131ITEM 16E. PURCHASES OF EQUITY SECURITIES BY
    THE ISSUER AND AFFILIATED PURCHASERS


131ITEM 16F. CHANGES IN REGISTRANTSS
    CERTIFYING ACCOUNTANT


131ITEM 16G. DIFFERENCES IN CORPORATE
    GOVERNANCE PRACTICES


131PART III


135ITEM 17. FINANCIAL STATEMENTS


135ITEM 18. FINANCIAL STATEMENTS


135ITEM 19. EXHIBITS


135Signatures


137Report of Independent Registered Public Accounting Firm


F-1SAP AG and Subsidiaries


F-3Consolidated Financial Statements


F-3Financial Statement Schedule I  Reconciliations
    from U.S. GAAP to IFRS for the Years Ended December 31,
    2007 and 2006


S-1Exhibit 1Exhibit 4.6Exhibit 12.1Exhibit 12.2Exhibit 12.3Exhibit 13.1Exhibit 13.2Exhibit 13.3Exhibit 15   iii




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INTRODUCTION Form 20-F, Form 20-F
  Form 20-F: Form 20-F
    Form 20-F Form 20-F
    Form 20-F,
  Form 20-F Form 20-F,
 1




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FORWARD-LOOKING
    STATEMENTS Form 20-F Form 20-F
  
    claims and lawsuits against us that could result in adverse
    outcomes, including third party infringement claims;
    our ability to procure new licenses, renew existing maintenance
    agreements and to sell additional professional services,
    particularly with respect to our installed customer base;
    economic conditions in general and trends in our business,
    particularly the current global economic crisis and general
    global economic uncertainty;
    the effectiveness of our IT security measures and
    Internet-related privacy concerns and risks associated with
    undetected errors in our products;
    our ability to use our intellectual property and intellectual
    property licensed to us by third parties;
    competitive risks associated with new delivery and licensing
    models, such as Software as a Service (SaaS), Business Process
    Outsourcing (BPO) and cloud computing;
    our ability to obtain, license and enforce intellectual property
    rights;
    liquidity and the valuation of our financial assets,
    particularly on the increased risk of default on receivables and
    financial assets in the current economic climate;
    variances or slowdowns in our software license sales and its
    impact on our future maintenance and service revenue;
    our ability to effectively manage our headcount and our
    geographically dispersed employee base;
    our ability to successfully integrate newly acquired businesses;
    international economic and regulatory requirements and
    constraints, including governance-related regulations;
    more onerous corporate governance laws in both Germany and the
    United States;
    current and future accounting pronouncements and managements
    estimates and judgements made in order to comply with IFRS;
    our liquidity management; and
    our ability to protect our critical information or assets or
    safeguard our business operations against disruption.     2




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Form 20-F. Form 20-F Form 20-F.
  Form 20-F.
 FINANCIAL
    MEASURES CITED IN THIS REVIEW Reporting
    Standards    Form 20-F
 Managing
    for Value   3




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
    Our software and software-related service revenue 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 the key revenue driver because it
    tends to affect our other revenue streams. Generally, customers
    that buy software licenses also enter into maintenance
    contracts, and after the software sale these generate recurring
    software-related service revenue in the form of support revenue.
    Maintenance contracts cover support services, regular software
    maintenance, and software updates and enhancements. We also
    generate software-related service revenue when we provide
    software on subscription or obligatory hosting terms. Software
    revenue also tends to stimulate service revenue from consulting
    and training sales.
    In 2009 and 2008, we used non-GAAP operating margin and constant
    currency non-GAAP operating margin to measure our overall
    operational process efficiency and the performance of our core
    business (software licenses, support, and other software-related
    service revenue). Non-GAAP operating margin is the ratio of our
    non-GAAP operating income, which includes support revenue from
    an acquired company that would have been reported had it been an
    independent company and excludes acquisition-related charges, to
    total non-GAAP revenue, expressed as a percentage. See below for
    a discussion of the IFRS and non-IFRS measures we use beginning
    in 2010.      
    Financial income, net 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. 4




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
    Another aspect is management of working capital by controlling
    the days sales outstanding for receivables, DSO (defined
    as average number of days from the raised invoice to cash
    receipt from the customer) and the days payables
    outstanding for liabilities, DPO (defined as average number of
    days from the received invoice to cash payment to the vendor).
    In 2009 and in 2008 we defined our effective Group tax rate as
    the ratio of income taxes to income from continuing operations
    before income taxes (in accordance with U.S. GAAP),
    expressed as a percentage. Starting in 2010, we will calculate
    the effective Group tax rate on an IFRS basis.         Measures
    Used in this Report      
    A reconciliation of the non-GAAP measures we used in 2009 and in
    2008 to the related non-IFRS measures, and a reconciliation of
    those non-IFRS measures to the related IFRS measures.
    An explanation of the non-GAAP and non-IFRS measures we disclose
    in this report. We believe it is critical to provide these
    reconciliations and the explanatory information for both the
    relevant non-GAAP and non-IFRS measures to ensure transparency
    and clarity in our financial reporting particularly as we
    started providing our outlook based on non-IFRS measures instead
    of the non-GAAP measures beginning in 2010. 5




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Reconciliations
    from IFRS to Non-IFRS to Non-GAAP Numbers for 2009 and
    2008
    Reconciliation
    from IFRS to Non-IFRS to Non-GAAP
  2009Non-IFRSConstantCurrencyvs. Non-


Non-Non-IFRS


GAAP


GAAPCurrency


Constant


Constant


ConstantIFRS


Adjustment


Non-IFRS


Effect


Currency


Currency


Currency millions, unless otherwise statedRevenueSoftware revenue


2,607



0



2,607



17



2,624



0



2,624Support revenue


5,285



11



5,296



−19



5,277



0



5,277Subscription and other software-related service revenue


306



0



306



−7



299



0



299Software and software-related service revenue


8,198



11



8,209



−8



8,201



0



8,201Consulting revenue


2,074



0



2,074



−11



2,063



0



2,063Training revenue


273



0



273



1



274



0



274Other service revenue


85



0



85



0



85



0



85Professional services and other service revenue


2,432



0



2,432



−11



2,421



0



2,421Other revenue


42



0



42



0



42



0



42Total revenue


10,672



11



10,683



−19



10,664



0



10,664Total operating expensesCost of software and software-related services


−1,714



240



−1,474Cost of professional services and other services


−1,851



4



−1,847Research and development


−1,591



4



−1,587Sales and marketing


−2,199



73



−2,126General and administration


−564



4



−560Restructuring


−198



4



−194Other income/expense, net


33



0



33Total operating expenses


−8,084



327



−7,756



36



−7,720



−11



−7,731Operating profit and marginOperating profit


2,588



339



2,927



17



2,944



−11



2,933Operating margin in %


24.3







27.4







27.6







27.5  6




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Reconciliation
    from IFRS to Non-IFRS to Non-GAAP
  2008Non-IFRSvs. Non-


Non-IFRS


Adjustment


Non-IFRS


GAAP


GAAP millions, unless otherwise statedRevenueSoftware revenue


3,606



0



3,606



0



3,606Support revenue


4,602



157



4,759



0



4,759Subscription and other software-related service revenue


258



0



258



0



258Software and software-related service revenue


8,466



157



8,623



0



8,623Consulting revenue


2,498



0



2,498



0



2,498Training revenue


434



0



434



0



434Other service revenue


107



0



107



0



107Professional services and other service revenue


3,039



0



3,039



0



3,039Other revenue


70



0



70



−1



69Total revenue


11,575



157



11,732



−1



11,731Total operating expensesCost of software and software-related services


−1,743



290



−1,453



0



−1,453Cost of professional services and other services


−2,285



−6



−2,291



−5



−2,296Research and development


−1,627



12



−1,615



1



−1,614Sales and marketing


−2,546



90



−2,456



2



−2,454General and administration


−624



1



−623



1



−622Restructuring


−60



57



−3



3



0Other income/expense, net


11



0



11



0



11Total operating expenses


−8,874



443



−8,431



3



−8,428Operating profit and marginOperating profit


2,701



600



3,301



2



3,303Operating margin in %


23.3







28.1







28.2   non-GAAP non-IFRS operating
  Explanations
    of Non-GAAP Measures
   7




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
    Our management primarily used these non-GAAP measures rather
    than U.S. GAAP measures as the basis for making financial,
    strategic and operating decisions.
    The variable remuneration components of our board members and
    employees that are compensated with regard to our Group-targeted
    measures were based in 2009 on SAPs achievement of its
    targets for non-GAAP operating income, non-GAAP operating margin
    at constant currencies and cash flow conversion ratio.
    The annual budgeting process involving all management units,
    which includes costs such as share-based compensation and
    restructuring, was based on non-GAAP revenue and non-GAAP
    operating income numbers rather than U.S. GAAP numbers.
    All monthly forecast and performance reviews with all senior
    managers globally were based on these non-GAAP measures, which
    are derived from U.S. GAAP measures rather than
    U.S. GAAP numbers.
    Both company-internal target setting and guidance provided to
    the capital markets were based on non-GAAP revenue and non-GAAP
    income measures rather than U.S. GAAP numbers.    
    The non-GAAP measures provide investors with insight into
    managements decision-making since management used these
    non-GAAP measures to run our business and make financial,
    strategic and operating decisions.
    The non-GAAP measures provide investors with additional
    information that enables a comparison of
    year-over-year
    operating performance by eliminating certain direct effects of
    acquisitions.    Non-GAAP Revenue
      Non-GAAP Operating
    Expense
    
    Amortization expense/impairment charges of intangibles acquired
    in business combinations and certain standalone acquisitions of
    intellectual property
    Expense from purchased in-process research and development 8




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
    Restructuring expenses and settlements of pre-existing
    relationships incurred in connection with a business combination
    Acquisition-related third-party costs (since our early adoption
    of SFAS 141R and the revision of IFRS 3) as of
    January 1, 2009, which are required to be expensed. The
    previous version of SFAS 141 and IFRS 3 required
    capitalization.  Non-GAAP Operating
    Income and Non-GAAP Operating Margin
        
    The eliminated amounts may be material to us.
    Without being analyzed in conjunction with the corresponding
    U.S. GAAP or IFRS measures, the non-GAAP measures are not
    indicative of our present and future performance, foremost for
    the following reasons:  
    While our non-GAAP income numbers reflect the elimination of
    certain acquisition-related expenses, no eliminations are made
    for the additional revenues and other revenues that result from
    the acquisitions.
    The acquisition-related charges that we eliminate in deriving
    our non-GAAP income 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-GAAP income 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-GAAP operating income and non-GAAP operating margin numbers
    as these combine our non-GAAP revenue and non-GAAP expenses
    despite the absence of a common conceptual basis.   9




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Constant
    Currency
    Period-Over-Period
    Changes
  period-over-period year-over-year
  period-over-period period-over-period period-over-period period-over-period
  Explanations
    of Non-IFRS Measures
      
    Including the full amount of support revenue that the acquired
    entity would have recognized had it remained a stand-alone
    entity but that we are not permitted to recognize as revenue
    under U.S. GAAP and IFRS as a result of fair value
    accounting for support contracts in effect at the time of the
    respective acquisition.
    Excluding acquisition-related charges.    
    For acquisitions taking place up to the end of 2008,
    U.S. GAAP required that certain acquisition-related
    restructuring expenses be accounted for as liabilities assumed
    in a business combination; however, these expenses are required
    to be charged to expense under IFRS. Consequently, these
    acquisition-related restructuring expenses are eliminated only
    in our non-IFRS numbers. 10




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
    For acquisitions taking place up to the end of 2008, purchased
    in-process research and development was charged to expense
    immediately under U.S. GAAP, while being capitalized and
    amortized over the expected life under IFRS. Consequently, the
    immediate charge to expense is eliminated in our non-GAAP
    measures while only the amortization is eliminated in our
    non-IFRS measures.      
    Despite the migration from U.S. GAAP to IFRS, we will
    continue to internally view the ceased TomorrowNow activities as
    discontinued activities and thus will continue to exclude
    potential future TomorrowNow results, which are expected to
    mainly comprise of 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 will use internally beginning in 2010 with our
    migration to IFRS.
    By adjusting the non-IFRS numbers for the results from our
    discontinued TomorrowNow operations, the non-IFRS numbers are
    more comparable to the non-GAAP measures that SAP used through
    the end of 2009, which makes SAPs performance measures
    before and after the full IFRS migration easier to compare.  Free Cash
    Flow (IFRS)
    FREE CASH FLOW
  2009


2008


Change millionsNet cash flows from operating activities


3,015



2,158



40
%Additions to non-current assets excluding additions from
    acquisitions


−225



−339



−34
%Free cash flow


2,790



1,819



53
%  11




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PART I ITEM 1.
    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS  ITEM 2.
    OFFER STATISTICS AND EXPECTED TIMETABLE  ITEM 3. KEY
    INFORMATION SELECTED FINANCIAL
    DATA   Form 20-F Form 20-F. Form 20-F
   12




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SELECTED FINANCIAL
    DATA: IFRS
  Years Ended and as
    at December 31,
  Unaudited2009(1)


2009


2008


2007


2006


2005US$














millions, unless otherwise statedIncome Statement Data:Total revenue


15,295



10,672



11,575



10,256



9,402



N/AOperating profit


3,709



2,588



2,701



2,698



2,503



N/AProfit after tax


2,508



1,750



1,848



1,908



1,836



N/AProfit attributable to owners of parent


2,505



1,748



1,847



1,906



1,835



N/AEarnings per shareBasic in 


2.11



1.47



1.55



1.58



1.50



N/ADiluted in 


2.11



1.47



1.55



1.58



1.49



N/AOther Data:Weighted-average number of shares outstandingBasic


1,188



1,188



1,190



1,207



1,226



N/ADiluted


1,189



1,189



1,191



1,210



1,231



N/AStatement of Financial Position Data:Cash and cash equivalents


2,700



1,884



1,280



1,608



2,399



N/ATotal
    assets(2)


19,168



13,374



13,900



10,161



9,332



N/ATotal
    equity(3)


12,169



8,491



7,171



6,478



6,123



N/AIssued capital


1,757



1,226



1,226



1,246



1,268



N/ACurrent bank
    loans(4)(5)


6



4



2,319



25



24



N/ANon-current bank
    loans(4)(5)


1,002



699



2



2



2



N/A   (1)
    
    Amounts presented in US$ have been
    translated for the convenience of the reader at 1.00 to
    US$1.4332, the Noon Buying Rate for converting 1.00 into
    dollars on December 31, 2009. See Item 3. Key
    Information Exchange Rates for recent exchange
    rates between the Euro and the dollar. This convenience
    translation is not a requirement under IFRS and, accordingly,
    our independent registered public accounting firm has not
    audited these US$ amounts.(2)
    
    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 in Item 18. Financial Statements for
    more information on the acquistion of Business Objects.(3)
    
    On December 15, 2006 there
    was a four-to-one stock split pursuant to German law that
    resulted in an increase to subscribed capital of approximately
    950 million common shares. Furthermore, 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.(4)
    
    The balances include financial
    debt, other bank loans and overdrafts. 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 debt during 2008 was due to
    financial debt incurred to finance the acquisition of Business
    Objects. EXCHANGE RATES  13




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Year

Average(1)

High

Low2005


1.2400



1.3476



1.16672006


1.2661



1.3327



1.18602007


1.3797



1.4862



1.29042008


1.4695



1.6010



1.24462009


1.3955



1.5100



1.2547   Month

High

Low2009July


1.4279



1.3852August


1.4416



1.4075September


1.4795



1.4235October


1.5029



1.4532November


1.5085



1.4658December


1.5100



1.42432010January


1.4536



1.3870February


1.3955



1.3476March (through March 10, 2010)


1.3731



1.3516     (1)
    
    The average of the applicable Noon
    Buying Rates on the last day of each month during the relevant
    period.     14




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DIVIDENDS Aufsichtsrat Vorstand
    Dividend Paidper OrdinaryShareYear Ended December 31,



US$2005


0.36



0.43
(1)2006


0.46



0.62
(1)2007


0.50



0.77
(1)2008


0.50



0.68
(1)2009 (proposed)


0.50
(2)


0.68
(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 June 10, 2010.(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 10, 2010 of
    US$1.3658 per 1.00. The dividend paid may differ due to
    changes in the exchange rate.   RISK FACTORS Economic, Political,
    and Regulatory Risk
  The widespread uncertainty in the global economy and in
    political conditions has negatively impacted our business,
    financial position, income, and cash flows, and may continue to
    do so in the future.
    
    Generally declining IT investment 15




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
    Decreased customer demand for our software and services,
    including delayed, cancelled and smaller orders
    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    Our global business activities subject us to regulatory
    requirements and economic and other risks that could harm our
    business, financial position, income, or cash flows.
    
    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    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.
   16




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Market Risks
  If our established customers do not buy additional software
    products, renew maintenance agreements, or purchase additional
    professional services, our business, financial position, income,
    or cash flows could be negatively impacted.
    Our market share and income may decline due to the intense
    competition and consolidation in the software industry.
    Business Strategy
    Risks
  Demand for our new products may not develop as planned and
    our midmarket strategy may not be successful.
   17




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Product Risks
  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, income, or cash
    flows may be adversely impacted.
    
    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    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 income.
    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.
    Organizational and
    Governance-Related Risks
  Both in Germany and in the United States, corporate
    governance laws have become much more onerous.
   18




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Principal shareholders may be able to exert control over our
    future direction and operations.
    Sales of ordinary shares by principal shareholders could
    adversely affect the price of our capital stock.
    U.S. judgments may be difficult or impossible to enforce
    against us or our Board members.
  non-U.S. resident non-U.S. resident
  SAPs 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.
    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.
   19




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Financial Risks
  Our revenue mix may vary and may negatively impact our profit
    margins.
    The economic crisis has led to an increased risk of default
    on receivables and financial assets and may negatively impact
    our financial assets. A continuation or deepening of the
    economic crisis may lead to more such losses.
    Our future liquidity may be impacted by a negative
    development in the global economy.
    Managements use of estimates may affect our income and
    financial position.
    Current and future accounting pronouncements and other
    financial reporting standards, especially but not only
    concerning revenue recognition, may adversely affect the
    financial information we present.
  Notes to the Consolidated Financial Statements
 20




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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 expectations.
    
    the relatively long sales cycles for our products;
    the large size and extended timing of individual license
    transactions;
    the timing of the introduction of new products or product
    enhancements by us or our competitors;
    changes in customer budgets;
    seasonality of a customers technology purchases; and
    other general economic, social and market conditions, such as
    the global economic crisis that emerged in late 2008 and
    continued through 2009.        
    expansion of our operations;
    research and development directed towards new products and
    product enhancements; and
    development of new distribution and resale channels,
    particularly for small and midsize enterprises.    The market price for our ADRs and ordinary shares may be
    volatile.
    
    the announcement of new products or product enhancements by us
    or our competitors; 21




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
    technological innovation by us or our competitors;
    quarterly variations in our results of operations or results
    that fail to meet our or our financial analysts
    expectations;
    changes in revenue and revenue growth rates on a consolidated
    basis or for specific geographic areas, business units, products
    or product categories;
    changes in externally communicated guidance;
    changes in our capital structure, for example due to the
    potential future issuance of addition debt instruments;
    general market conditions specific to particular industries;
    litigation to which we are a party;
    general and country specific economic or political conditions
    (particularly wars, terrorist attacks, etc.);
    proposed and completed acquisitions or other significant
    transactions by us or our competitors; and
    general market conditions.    Because we conduct operations throughout the world, our
    assets, income, or cash flows may be affected by currency and
    interest-rate fluctuations.
  period-over-period
  The cost of using derivative instruments to hedge share-based
    compensation plans may exceed the benefits of hedging them.
    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.
    
    Our SAP trained consultants may not be immediately available to
    assist customers in the implementation of our products.
    The features of the implemented software may not meet the
    expectations or the software may not fit the business model of
    the customer. 22




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##### Table of Contents




    Third-party consultants may not have the expertise or resources
    to successfully implement the software.
    Customer-specific factors may destabilize the implementation of
    the software.
    Customers and partners may not implement the measures offered by
    SAP to safeguard against technical risks.    Product Risks
  Undetected security flaws in our software may be exploited by
    other persons, damaging SAP or our customers.
    We use technologies under license from third parties. Losing
    these technologies could delay implementation of our products or
    force us to pay higher license fees.
    If we are unable to keep up with rapid technological
    innovations, we may not be able to compete effectively.
    
    Continue to enhance and expand our existing products and
    services; and
    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.   23




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Undetected defects or delays in new products and product
    enhancements may result in increased costs to us and reduced
    demand for our products.
        Our SAP NetWeaver technology platform strategy may not
    succeed or may make some of our products less desirable.
    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.
   24




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##### Table of Contents



Claims and lawsuits against us may have adverse outcomes.
    We might not integrate acquired companies effectively or
    successfully and our strategic alliances might not be
    successful.
    
    It may not be possible to successfully integrate the acquired
    business, and its different business and licensing models.
    It may not be possible to integrate the acquired technologies or
    products with current products and technologies.
    It may not be possible to retain key personnel of the acquired
    business.
    We may assume material unknown liabilities of acquired
    companies, including legal or intellectual property
    contingencies or other significant risks that may not be
    detected by the due diligence process.
    We may incur debt or significant cash expenditures.
    We may have difficulty implementing, restoring, or maintaining
    internal controls, procedures, and policies.
    There may be a negative impact on relationships with customers,
    partners, or third-party providers of technology or products. 25




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
    We may have difficulty integrating the acquired companys
    accounting, human resource, and other administrative systems.
    There may be regulatory constraints.
    The acquired business may have practices or policies that are
    incompatible with our compliance requirements.    Our IT security measures may be breached or compromised and
    we may sustain unplanned IT system unavailability.
    We may not be able to obtain adequate title to or licenses
    in, or to enforce, intellectual property.
  day-to-day
  We may not be able to protect our critical information or
    assets or safeguard our business operations against
    disruption.
   26




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Our insurance coverage may not be sufficient to prevent claim
    settlements from negatively impacting our financial position,
    income, or cash flows.
    We may incur losses in connection with venture capital
    investments.
   ITEM 4.
    INFORMATION ABOUT SAP (1972-1976) (1976-1988). Aktiengesellschaft
    Form 20-F
 THE SAP GROUP OF
    COMPANIES  27




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##### Table of Contents




    SAP Business Suite software for large organizations and
    international corporations. The software supports core business
    operations ranging from supplier relationships to production to
    warehouse management, sales, and all administrative functions,
    through to customer relationships. There are specific solutions
    for industries, for instance, high tech, oil and gas, utilities,
    chemicals, healthcare, retail, consumer products, and the public
    sector.
    SAP Business
    All-in-One
    solutions, the SAP Business ByDesign solution, and the SAP
    Business One application, which address the needs of small
    businesses and midsize companies.
    The SAP BusinessObjects portfolio, which covers a variety of
    demands from 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.
    SAP solutions for sustainability to 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.
    The SAP NetWeaver technology platform, which integrates
    information and business processes across diverse technologies
    and organizational structures.    Notes
    to the Consolidated Financial Statements
   Sustainability Sustainability Report
 28




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##### Table of Contents



2008Carbon footprint in
    kilotons(1)


500Total electricity consumption in gigawatt hours


326Data center energy in gigawatt hours


167Employee turnover in %


11.4Women in management (% of women in senior management)


8.7Customer satisfaction (TRI*M Index, scale from -66 to +134)


93     (1)
    
    In 2009, we improved the way we
    measure our carbon footprint by including more Scope 3 emissions
    from our logistics chain and from business travel in private
    vehicles and we improved our reporting on company cars and
    external data centers. This also involved correcting results
    from the past.    
    Carbon footprint: SAPs goal is to reduce total greenhouse
    gas emissions to 2000 levels by 2020. This equates to lowering
    emissions by about 50% from 2007 levels. We selected 2000 as our
    target year even though we have almost doubled in size as a
    company over the last eight years, including our acquisitions
    (we had approximately 24,000 employees in 2000, compared to
    approximately 47,500 today). We therefore feel that striving for
    2000 levels is ambitious. Based on our preliminary calculations,
    CO2
    emissions for 2009 totaled approximately 425 kilotons, which
    represents a 15% decrease compared to 2008.
    Total electricity consumption: Our electricity consumption
    relates to our facilities and our data centers. SAP has around
    400 locations in over 50 countries. We seek to follow
    sustainable design and facility management practices. We strive
    to achieve high energy and environmental standards for new
    office buildings. We are also making improvements to existing
    facilities to reduce our energy and water consumption and our
    waste. Together with the efforts of our employees, this has
    resulted in a decrease in electricity consumption of about 7%
    compared to 2008.
    Data center energy: We focus on reducing energy consumption in
    SAP data centers as well as on addressing the impact of SAP
    software on customers IT infrastructures. As we discover
    ways to make our own data centers more efficient, we can
    introduce these best practices to our customers to help them
    lower their own carbon footprint. Our efforts will also drive
    benchmarks for comparing IT efficiency.
    Employee turnover: A talented workforce is essential to
    corporate success, especially in the software industry, where
    intellectual property is crucial. We recognize that our people
    and their rich diversity and cultural wealth are our strongest
    assets. In fact, excellence in human resource management has
    always been a strategic priority for us. We are committed to
    attracting and retaining gifted people to foster innovation for
    the benefit of our customers and society. Turnover rate is the
    ultimate measure of our ability to retain the best talent.
    Women in management: Due to the low number of women choosing to
    study information technology (IT), the entire IT industry
    struggles to attract a sufficiently large group of women into
    our talent pipeline. We recognize that we need to make a
    conscious effort to look for candidates with diverse backgrounds
    for vacant positions. We track the number of women in management
    as a critical diversity metric. Currently, that number is not at
    satisfactory levels. In 2009, we therefore rolled out a program 29




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to increase the profile of women working at SAP as well as the
    advancement of women into leadership positions.  
    Customer satisfaction: One very important indicator of our
    success is customer satisfaction, which is a leading driver of
    future revenue and profitability. We monitor customer
    satisfaction on a quarterly basis. TNS Infratest, an independent
    agency, conducts a customer survey and reports the results to
    the Supervisory Board. Results are measured using the TRI*M
    Index. The TRI*M Index scale ranges from -66 to +134, with +134
    being the best measure. In 2009, our overall customer
    satisfaction scores decreased slightly, after having improved
    for four consecutive years. In some regions, negative
    perceptions resulted from a change in our software support
    model. As a reaction to this, we have seen declining customer
    loyalty to SAP, particularly in Europe. As a consequence, we are
    engaging with user groups to articulate and measure the added
    value of the new support model. The second half of 2009 showed a
    stabilizing trend in customer satisfaction and loyalty.    
    Employee satisfaction: While the turnover rate is the ultimate
    measure of our ability to retain the best talent, employee
    commitment and employee satisfaction are important indicators of
    our ability to train and retain the best workforce.
    Business Health Culture Index: SAPs health management
    service has developed a holistic and comprehensive program to
    meet the needs of our employees. Our extensive employee health
    program is focused on the needs of employees with sedentary,
    highly demanding intellectual jobs. The Business Health Culture
    Index measures the stress/satisfaction balance of employees,
    indicating organizational health and readiness to meet strategic
    objectives.
    Social investment: Our Clear Purpose engagement program
    coordinates our contributions in the areas of education; good
    governance and transparency; bridging the digital divide, and
    environmental stewardship. Our target for social investment is
    about 1% of our profit before tax and is comprised of corporate
    giving, technology donations, and SAP-sponsored volunteering. By
    applying our collective expertise and resources, our corporate
    social responsibility initiatives directly and indirectly impact
    many global and local programs.
    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 SAP facilities. Mission and Strategy Market
    Trends
    and Orientation
   30




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##### Table of Contents



end-to-end
  Mission
        Competition
         31




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##### Table of Contents



Strategy
    for Growth
            
    Organic growth: Our primary growth strategy is to continue to
    develop our own product portfolio and our own base of direct
    customers, focusing on rapid innovation and speed to market.
    Co-innovation: Collaborating with customers and partners remains
    one of our core policies. We continue to invest in our partner
    ecosystem to support the development of solutions built on the
    SAP NetWeaver technology platform and leverage partner sales
    forces to address the various market and customer segments.
    Focused acquisitions: With targeted strategic and
    fill-in acquisitions that add to our broad solution
    offerings, we gain specific technologies and capabilities to
    meet the needs of our customers. SOFTWARE AND
    SERVICE PORTFOLIO   
    Efficiency  Innovative business processes to optimize
    operations: SAP connects and streamlines processes across our
    customers businesses to drive efficiency and help enable
    business operations to achieve strategic goals.
    Insight  Improved decisions for greater success: SAP
    enables business people to make more insightful and timely
    strategic decisions based on better information in the context
    of specific business issues.
    Flexibility  Strategic and operational agility: With
    SAP software, customers can more easily pursue new strategies
    and capture the full benefits of business networks, because
    business processes are flexible and the platform is extensible.  32




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Software Portfolio SAP
    Business Suite
  end-to-end
    
    The SAP ERP application is designed to optimize business and IT
    processes by reducing IT complexity, increasing adaptability,
    and delivering more IT value at a lower cost than traditional
    enterprise resource planning solutions. It can support
    mission-critical,
    end-to-end
    business processes for finance, human capital management, asset
    management, sales, procurement, and other essential corporate
    functions. SAP ERP can also support industry-specific processes
    by providing industry-specific business functions that can be
    activated selectively via the switch framework, keeping the
    application core stable and helping ensure maximum performance.
    The SAP Customer Relationship Management (SAP CRM) application
    provides a comprehensive application to help marketing, sales,
    and service professionals obtain complete customer intelligence
    that they can leverage to effectively manage customer
    relationships and customer-related processes. SAP CRM can enable
    multichannel customer interactions, including mobile smart
    phones, the Internet, and social media, and also offers a
    communications infrastructure that is designed to help 33




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connecting with other users anytime, anywhere. SAP offers
    customer relationship management solutions in both on-premise
    and on-demand deployment models.  
    The SAP Product Lifecycle Management (SAP PLM) application helps
    companies manage, track, and control all product-related
    information over the complete product and asset life cycle as
    well as throughout the extended supply chain. SAP PLM is
    designed to facilitate creativity and to free the process of
    product innovation from organizational constraints.
    The SAP Supplier Relationship Management (SAP SRM) application
    provides a procurement application that helps organizations in
    all industries improve their centralized sourcing and contract
    management and interact with suppliers through multiple
    channels. SAP SRM is designed to accelerate and optimize the
    entire
    end-to-end
    procure-to-pay
    process by supporting integrated processes and by enforcing
    contract compliance, which can result in realizable savings.
    The SAP Supply Chain Management (SAP SCM) application helps
    companies adapt their supply-chain processes to the rapidly
    changing competitive environment. SAP SCM helps transform
    traditional supply chains from linear, sequential processes into
    open, configurable, responsive supply networks in which
    customer-centric, demand-driven companies can monitor and
    respond more smartly and quickly to demand and supply dynamics
    across a globally distributed environment.    Industry
    Solutions
    Process Manufacturing Industries

Service Industries Chemicals Life sciences Mill
    products Mining Oil and gasDiscrete
    Manufacturing Industries Aerospace and
    defense Automotive Engineering,
    construction, and operations High
    tech Industrial machinery and components Consumer
    Industries Consumer
    products Retail Wholesale distribution

 Media Professional
    services Telecommunications Transportation
    and logistics UtilitiesFinancial Services
    Industries Banking InsurancePublic
    Service Industries Defense and
    security Healthcare Higher education and
    research Public sector  34




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Solutions for Small
    Businesses and Midsize Companies
    SAP
    Business
    All-in-One
  All-in-One All-in-One All-in-One
  SAP
    Business One
  end-to-end
  SAP
    Business ByDesign
     35




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ramp-up
  SAP BusinessObjects Portfolio
  Additional
    Solutions for Small Businesses and Midsize Companies
    
    SAP BusinessObjects Edge solutions are powerful and versatile
    business intelligence (BI) and enterprise performance management
    (EPM) solutions designed for midsize companies that can address
    several requirements from flexible ad-hoc reporting and analysis
    to dashboards, data visualization, data integration, and high
    data quality as well as budgeting, planning and consolidation,
    and strategy management.
    Xcelsius is
    point-and-click
    data visualization software designed for creating interactive
    dashboards and visual business models from Excel spreadsheets
    and corporate data sources to share via Microsoft Office, Adobe
    PDF, the Internet, and corporate portals  all without
    any programming. The Xcelsius software comprises two product
    groupings to meet two distinct needs: visual presentations and
    dashboarding.
    Crystal Reports software helps users design interactive reports
    from any data source and can enable them to answer business
    questions with fewer reports, and reduced IT costs. Documents
    created using Crystal Reports can be shared in an on-premise
    mode or in an on-demand mode.
    Crystal Reports Server is reporting and dashboard management
    software that can enable small businesses and midsize companies
    to securely view, interact with, and share reports and
    dashboards on the Internet, by
    e-mail, on
    corporate portals, and in Microsoft Office applications. It is
    designed to empower business users to get better insight into
    their business performance with access to summary dashboards and
    detailed reports  all in one place.
    The desktop edition of SAP BusinessObjects Interactive Analysis
    software is designed to provide ad-hoc query and analysis
    functions in a self-service environment for data-savvy business
    professionals. An intuitive interface enables customers to
    combine many types of data from different sources into
    interactive documents, and helps them uncover trusted, shareable
    answers to spontaneous and iterative business questions.
    The SAP BusinessObjects Access Control application, available in
    a version for midsize companies, is designed to enable efficient
    protection of information and prevention of fraud by controlling
    access and authorizations across the company. The application
    can help minimize the time and cost of enforcing segregation of
    duties across applications, and can help prevent improper access
    to IT systems.
    The SAP BusinessObjects Global Trade Services application,
    available in a version for midsize companies, can enable
    organizations to streamline complex export processes, automate
    compliance, ensure expedited customs clearance, and gain the
    visibility needed to optimize trade processes which can lower
    risk and minimize duties. The application is certified for
    electronic communication with multiple customs systems around
    the globe and fully integrates with SAP and non-SAP software. 36




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SAP BusinessObjects
    Portfolio
    Business
    Intelligence Solutions and Information Management
    Solutions
    
    SAP BusinessObjects BI solutions are available in both on-demand
    and on-premise deployment options. They include a flexible,
    scalable business intelligence platform with integrated services
    that are back-end, not user-facing. Examples of integrated
    platform services include security (who can access the system
    and what information they can see), load balancing (plug in
    extra servers, and work is shared across them), and scheduling
    (refresh reports during the night when system usage is low). The
    BI solutions also enable users to interact with business
    information and accurately answer ad hoc questions without
    advanced knowledge of the underlying data sources and
    structures. They can help customers access data across all
    sources and formats and deliver it as useful, consumable
    information inside and outside the organization. Customers can
    use these tools to uncover trends and patterns and solve
    business problems, to anticipate business changes, and to help
    reach organizational goals. Customers can also use BI solutions
    to support their forecasting of future business conditions, to
    track and analyze key business metrics via dashboards, to
    interact with sophisticated visual representations of
    information, and to take advantage of user-friendly capabilities
    that provide self-service access to critical business
    information. Self-service access enables business users to
    create reports and perform analyses themselves without depending
    on their IT support.
    SAP BusinessObjects IM solutions provide functions for data
    integration, data quality management, and metadata
    management  working seamlessly with functions in the
    SAP NetWeaver technology platform, such as data warehousing,
    master data management, and information life-cycle management to
    help build a trustworthy data foundation that offers agile
    support for business or IT initiatives. The solutions help
    enable world-class information management in both SAP and
    non-SAP software environments. Customers can access, profile,
    integrate, transform, move, or cleanse structured or
    unstructured data to deliver timely, unified, and high-quality
    information. With metadata management and text analysis
    solutions, customers can collect and unify data from disparate
    sources for
    end-to-end
    impact analysis.  Enterprise
    Performance Management Solutions and Governance, Risk, and
    Compliance Solutions
    
    SAP BusinessObjects EPM solutions help companies benefit from
    increased levels of strategic alignment, making performance more
    predictable and ultimately improve decision-making. SAP
    BusinessObjects EPM solutions are optimized for both SAP and
    non-SAP environments, across multiple lines of business
    including finance, the supply chain and procurement, and they
    include solutions for strategy management; planning, budgeting
    and forecasting; financial consolidation; and profitability 37




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and cost management. The solutions are integrated with SAP
    BusinessObjects BI solutions and SAP BusinessObjects GRC
    solutions to further help companies close the gap between
    strategy and execution.  
    SAP BusinessObjects GRC solutions enable companies to aggregate
    and manage the key risks of their business, automate controls
    across processes, and monitor risks and controls across
    disparate systems. The solutions can help increase visibility
    across risk and compliance initiatives, reduce cost, and manage
    risk across the enterprise. They can also help support
    sustainability efforts.  Additional
    Solutions for Business Users
  day-to-day
  Solutions
    for Sustainability
    
    Solutions
    for Sustainability Performance Management
   38




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Solutions
    for Energy and Carbon Management
        Solutions
    for Environment, Health, and Safety
        SAP NetWeaver
   39




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end-to-end
      Options
    for Purchasing and Deploying Software
    
    Delivery of modular applications across multiple lines of
    business
    Integrated processes and information across
    solutions  regardless of deployment model
    Flexible, subscription-based models to enable even cost
    distribution
    Focused services for rapid implementations
    Extend solutions with the global ecosystem to increase value for
    customers  on-site
  
    Enterprise-wide processes for smaller organizations and
    subsidiaries drive efficient business processes across the
    entire organization with SAP Business ByDesign
    Process-based solutions address
    line-of-business
    requirements for customer relationship management, sourcing,
    contract management, and carbon trading. Currently available
    on-demand solutions include SAP CRM, SAP
    E-Sourcing,
    SAP Contract Lifecycle Management, and SAP Carbon Impact
    Enterprise-level or department-level analysis and reporting with
    the SAP BusinessObjects BI OnDemand solution. This solution can
    store, share, browse, search, report, and analyze information at
    the level specified by the company  end-to-end,
  
    Rapidly implementing new innovations using enhancement packages
    Leveraging virtualization technologies 40




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
    Using shared services implementations to realize economies of
    scale for common functions, such as purchasing
    Hosting applications through ecosystem partners to reduce IT
    costs for application maintenance
    Leveraging SAP Enterprise Support services to identify
    opportunities for improving efficiency and reducing IT costs      
    Business process outsourcing
    Applications that provide rapid deployment and accelerated
    results over virtual platforms
    A broad set of integrated complementary software applications
    Services that help customers accelerate commercial impact and
    deliver better results  Finance
    Plan for SAP Solutions
   Services Portfolio  41




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Software-Related
    Services
  SAP
    Custom Development
    Support
    Services
    around-the-clock
       42




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on-site
  Professional Services
  SAP
    Consulting
      SAP
    Education
  e-learning,
  Other
    Services
   Partner Ecosystem  43




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
    The SAP NetWeaver technology platform enables our partners to
    develop products and services that fit into our customers
    IT environments. At the same time, it is intended to help us
    increase revenue from the many vendors that license our
    technology platform. The SAP NetWeaver community continues to
    gain momentum, with independent software vendors (ISVs)
    currently developing more than 1,700 applications based on SAP
    NetWeaver.
    In April 2009, SAP announced the opening of SAP Co-Innovation
    Lab in Bangalore, complementing our global network of
    co-innovation labs. SAP Co-Innovation Lab offers an environment
    in which ISVs, system integrators, and technology partners can
    work with us and with customers on new technologies.
    In 2009, SAP continued to develop the breadth of offerings
    available on SAP EcoHub, an online solution marketplace enabling
    SAP customers to discover, evaluate and buy solutions from SAP
    partners to complement their existing IT landscapes from SAP.
    SAP EcoHub brings together the full scope of the SAP ecosystem
    by linking community content to information about offerings from
    SAP partners that are designed and selected to address specific
    business challenges SAP customers face. The additions to SAP
    EcoHub in 2009 included packaged offerings of software and
    services in specific regions, the addition of services partners
    and the delivery of SAPs sustainability road map and
    associated products.  Communities
    of Innovation
    
    The SAP Developer Network (SDN) community offers nearly
    2 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.
    The Business Process Expert community is a business process
    community with more than 600,000 members covering 18 industries
    and 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.
    The Industry Value Network program provides a collaborative
    environment for ISVs, system integrators, and technology vendors
    to work together with SAP and our customers in various
    industries. There are now 16 different Industry Value Network
    groups. The work they do is designed to help companies develop
    solutions using enterprise services.
    The Enterprise Services Community program provides a forum in
    which customers, partners, and employees of SAP form
    collaborative groups focused on defining requirements for
    business process platforms and specifications for enterprise
    services. The community currently has over 340 members working
    more than 130 definition groups. So successful is this
    collaborative approach that the majority 44




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of the enterprise services included in the third enhancement
    package for SAP ERP software sprang from requests by customers
    and partners working together in the community.  
    Following the acquisition of Business Objects, SAP added the SAP
    BusinessObjects community to SAP Community Network. This
    community, with more than 295,000 members provides an
    environment for SAP BusinessObjects users and developers to
    share best practices and pursue innovation opportunities on SAP
    BusinessObjects offerings.
    In February 2009, SAP Community Network opened the SAP
    University Alliances community. With more than 85,000 members,
    this community focuses on bringing real-life SAP knowledge and
    skills into university classrooms. This is part of SAPs
    corporate citizenship commitment to the education and mentoring
    of university students and graduates who are the business
    experts and IT leaders of the future.
    SAP Community Network launched a community job board in 2009,
    providing SAP developers and customers the ability to more
    easily network and identify job opportunities that take
    advantage of the rich SAP skill base in the SAP communities.
    In October 2009, SAP announced a partnership with leading social
    networking site LinkedIn. This partnership builds on the efforts
    to better highlight SAP product skills in the global marketplace
    by allowing SAP Community Network members to position their
    community involvement and overall SAP product knowledge on
    LinkedIn profiles.    Sharing
    Knowledge Among Users
    Development
    Partnerships
    
    Continuing to identify opportunities to work with partners and
    bringing additional value to customers, SAP and Atos Origin, a
    global services partner, extended their partnership to focus on
    reducing customer risk and streamlining upgrading and go-live
    processes, for customers in key European countries including
    France, Germany, the Netherlands, Spain, and the United Kingdom.
    As adoption of SAP BusinessObjects solutions continued to grow
    among SAPs installed base, we secured additional
    partnerships in an effort to complement the product offering.
    SAP signed a global 45




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sales agreement with APOS Systems. The agreement focuses on
    offering customers APOS extensions to SAP BusinessObjects
    XI solutions to enhance management, monitoring, and control of
    their deployments of this software.  
    As part of our release of SAP Business Suite 7 software, we
    secured certified system integrator partnerships with Atos
    Origin, Cap Gemini, IBM, and Wipro to drive adoption of SAP
    Business Suite and deliver certified consultants to the
    marketplace in 2009.
    To offer customers accelerated, unified access to detailed
    enterprise data for better business visibility, SAP and Teradata
    Corporation, the worlds largest company for data
    warehousing and enterprise analytics, agreed to provide the SAP
    NetWeaver Business Warehouse component on the Teradata database.
    With this agreement, customers using both SAP and Teradata
    products can benefit from an integrated
    end-to-end
    offering including data warehouse infrastructure and management
    as well as business intelligence tools.
    In support of SAP Enterprise Support services, SAP partners
    focused on certification and adoption of the Run SAP
    methodology. During the year, partners including IBM Global
    Business Services and EDS announced their certification in Run
    SAP methodology.
    SAP and IBM delivered Alloy, co-innovation software featuring
    SAP Business Suite and IBM Lotus Notes, to the marketplace.
    Alloy presents information and data from SAP software processes
    in the context of the desktop familiar to Lotus Notes users.
    As part of our global mobility product strategy, SAP entered
    into partnerships focused on enabling customers to bring the SAP
    Business Suite to mobile devices. We started a co-innovation
    offering with Sybase, focused on enabling mobile users to access
    SAP solutions for increased productivity and efficiency. In
    addition, we started a development project with the software
    manufacturer Syclo to deliver mobile asset and service
    management solutions to customers.
    The SAP ecosystem was a core component of the launch of the SAP
    BusinessObjects Explorer software in May. The company secured
    partners as contributors to the technology offering including
    Intel and Adobe. Partners that focused on providing hardware
    components to complement the software included Dell, Fujitsu,
    IBM, and HP.
    The IT consulting and outsourcing company Cognizant became a
    global services partner of SAP in May. This marked the evolution
    of a successful relationship between SAP and Cognizant. In SAP
    Co-Innovation Lab and the Cognizant Touchstone Center in
    Bangalore, we aim to develop and deliver value-added solutions
    across a variety of industries to provide our joint customers
    enhanced flexibility, agility, and efficiencies in their
    enterprise applications.
    We continued to add to our list of SAP solution extensions.
    Focused on identifying qualified products that easily integrate
    into existing SAP landscapes and meet criteria for global
    customer demand, we secured new offerings from partners to add
    to our price list. New solution extensions in 2009 include SAP
    Enterprise Inventory Optimization application by SmartOps, SAP
    Data Maintenance application for ERP by Vistex, and SAP Extended
    Enterprise Content Management application by Open Text.
    We continued to develop our partnership with Novell, focusing on
    GRC solutions. In October the companies announced their
    intention to deliver integrated GRC solutions through product
    integration and planning and a collaborative
    go-to-market
    strategy. The combination of SAP BusinessObjects GRC solutions
    and Novells security and identity products will bridge the
    gap between business process and IT security and controls.
    In April, our virtualization community shifted its focus to
    solutions addressing Green IT. Partners, customers, and
    manufacturers including AMD, Cisco, Citrix, EMC, HP, Intel,
    Network Appliance, Novell, Red Hat, Sun, and VMware agreed to
    work with SAP to directly identify and develop solutions that
    enable technology to assist companies in running their IT
    operations more efficiently. 46




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
    We broadened our relationship with Intel to optimize the
    operation of SAP Business One applications with the Intel Xeon
    Processor. This step in the relationship was designed to enable
    small businesses to achieve faster time to value for their IT
    investments, therefore saving costs. This combination offering
    was made available as industry-specific bundles delivered
    through original equipment manufacturers.
    Continuing to work with partners to better enable customers in
    the midmarket, we announced a collaborative fast-start program
    together with HP. This effort provides customers the SAP
    Business
    All-in-One
    solution on HP hardware.
    In November 2009, several regional announcements were made
    affecting SAPs global ecosystem. In Canada, SAP announced
    three new members of the SAP Extended Business program certified
    to deliver SAP Business
    All-in-One
    solutions to midsize Canadian firms. In China, new offerings
    were announced for that countrys ecosystem, including
    content relevant for the Chinese market published via new online
    discussion areas, forums, wikis, and blogs for its SAP Community
    Network China. Meanwhile, in India, news of developments at the
    recently opened SAP Co-Innovation Lab in Bangalore included
    mention of three new solutions now available to the wider
    markets based on the joint development efforts of SAP and its
    partners at the lab. RESEARCH AND
    DEVELOPMENT  Worldwide
    Distribution of Development      47




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SAP Research  48




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The
    Global Research Network
      Next Big
    Things
    
    Cloud computing is the generic umbrella term for flexible,
    IT-related services, such as storage, computing power, software
    development environments, and applications, combined with
    service delivery through the Internet to consumers and
    businesses. Clouds provide major opportunities for new business
    models by restructuring the value chains in the IT industry. In
    addition, cloud computing dramatically changes the dynamics for
    new service offerings since it considerably lowers the entry
    barriers for newcomers by shifting from huge initial capital
    investments to pay-what-you-use business models. The
    infrastructure demands of the visions for the Internet of
    Services and the Internet of Things can be met
    most economically by the cloud computing model. It is especially
    small, innovative companies that will use cloud computing as a
    scalable service.
    The Internet of Things fuses the digital world and the physical
    world by bringing together different concepts and technical
    components. Everyday objects and machines, even houses and
    industrial buildings, have sensors and can
    communicate with each other via the Internet. One
    practical dimension, introduced at SAP TechEd 2009 in Vienna, is
    the topic of product counterfeiting security or global brand
    protection service. Product counterfeiting, smuggling, and other
    illegal trading practices are evolving as fast as emerging
    trends and technologies worldwide and are increasingly finding
    their way into various business sectors such as the
    pharmaceutical industry and aircraft and automobile spare-parts
    manufacturing. In a joint venture called Original1 with partners
    Nokia and Giesecke & Devrient, we are developing the
    possibility for brand owners to use a service protecting their
    original products along the whole supply chain. Experts predict
    that the Internet of Things will lead to tremendous efficiency
    gains in many industries, such as manufacturing and energy
    supply. Applications, services, middleware components, networks,
    and endpoints will be structurally connected in entirely new
    ways. This will make new models possible for business processes,
    collaboration, miniaturization of devices, and in the area of
    mobile communications.
    Thanks to the Internet of Services, the ability to create a
    Web-based service industry is becoming a reality. In the future,
    people should be able to do more than buy books, book flights,
    or plan trips on the Internet. They should also be able to make
    appointments with their childs pediatrician, coordinate
    exports to foreign countries, and provide consulting advice for
    businesses. In this type of virtual world, software and service
    providers, brokers, and users can collaborate using a service
    delivery platform to build flexible and dynamically-integrated
    applications. The platform supports the whole life cycle of a
    service offering from its creation and introduction to redesign
    with incorporated user feedback. SAP 49




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Research is looking to further explore services that can be
    managed using IT and, when combined, lend themselves into
    value-added services.  
    A further research focus area is the development of technologies
    for emerging economies. The overall aim is to engage in research
    activities that investigate the unique requirements of emerging
    economies in order to make a direct impact on their social and
    economic development. The research agenda includes innovative
    business solutions for very small businesses, thus giving
    preference to the identification and inception of new
    technologies. Such initiatives contribute to job creation
    (social impact) and poverty alleviation (economic impact).  New
    Research Group
      Global
    Business Incubator
   Investments in
    Innovative Companies        50




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Committing Resources
    to Research and Development    Development News and
    New Offerings   Expanded
    Offerings for Enterprise Applications and Industry
    Solutions
    
    SAP ERP: In May 2009, we delivered the fourth enhancement
    package for the SAP ERP application. Functional improvements
    provide stronger support for parallel accounting and reporting,
    treasury and risk management, and electronic payments. Human
    capital management capabilities were improved to support
    recruiting, learning, and performance management processes.
    Search, reporting, and self-service capabilities improved
    usability for casual and business users. Enhancement packages
    continue to enable our customers to add functions to their SAP
    applications without upgrades, reducing the total cost of
    managing or extending the capabilities of their enterprise
    processes.
    SAP Customer Relationship Management (SAP CRM): The new version
    of the SAP CRM application, SAP CRM 7.0, delivered in May 2009,
    is continuing to gain momentum with our customers, and is
    experiencing strong adoption by our customers users. SAP
    CRM is characterized by ease of use and adaptability to meet
    rapidly changing market conditions, combined with the power of
    integrated
    end-to-end
    sales, marketing, and service business processes (such as the
    new loyalty management capabilities), and we are becoming the
    solution of choice for SAP customers. We are continuing to grow
    thought leadership through several exciting innovations such as
    the mobility partnership with Sybase, social CRM, and
    communications-enabled business processes to help our customers
    stay current and ahead of their competition.
    SAP Supplier Relationship Management (SAP SRM): In February
    2009, we announced the general availability of the latest
    version of the SAP SRM application, SAP SRM 7.0, as part of SAP
    Business Suite software. SAP SRM now extends compliance
    capabilities with enhancements to centralized sourcing and
    contract management, services procurement, catalog management,
    supplier enablement, usability, and accessibility to
    information. Furthermore, SAP supports SRM customers in
    complying with regulatory and internal guidelines. SAP SRM also
    helps fully deliver on the important procurement 51




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processes for our customers. We also plan to release new
    versions of the SAP
    E-Sourcing
    and SAP Contract Lifecycle Management on-demand solutions in
    2010. These new versions are designed to improve the amount of
    negotiated savings, optimize cost visibility, increase
    sustainable savings, and provide more advanced on-demand support.  
    SAP Supply Chain Management (SAP SCM): In May 2009, a new
    version of SAP SCM became generally available with capabilities
    that leverage
    point-of-sales
    data to improve planning accuracy and visibility, provide new
    forecasting methods, and enable attribute- or
    characteristics-based planning. The supply network collaboration
    capabilities were enhanced to improve coordination and
    collaboration with contract manufacturers. We introduced major
    enhancements to warehouse and transportation management, such as
    graphical warehouse layout modeling, improved visualization,
    tighter integration of export controls, and increased
    utilization, through enhanced integrated processes. We expanded
    the radio-frequency identification (RFID) and auto-ID solution
    footprint of SAP SCM with support for serialization technology
    and the EPCIS standard, a global communications standard by
    EPCglobal that improves transparency in the tracking of goods.
    SAP Product Lifecycle Management (SAP PLM): With its fourth
    enhancement package generally available in May 2009, SAP PLM
    introduced a new user interface with simplified access to
    information within the context of specific roles to improve
    productivity, reduce training, eliminate manual activities, and
    make decisions more rapidly. This intuitive new user interface
    delivers information from units across an organization to
    establish a product-centric view. Direct collaboration
    capabilities within SAP PLM enable intercompany design networks
    with a sophisticated authorization concept. The result is a
    better and faster collaboration, which can improve the quality
    of product development resulting in fewer change cycles.
    Integrated product labeling helps companies to reduce the risk
    of product recalls caused by improper labeling and helps them
    save time by automating the various steps in the
    product-labeling process.  New
    Developments for Small Businesses and Midsize
    Companies
    
    SAP Business ByDesign: In July 2009, we delivered feature pack
    2.0 for the SAP Business ByDesign solution. This new version,
    available in six key markets under controlled release,
    significantly expands functionality and provides more value to
    customers by offering business support for 35
    end-to-end
    process scenarios. Through integration with software from the
    SAP BusinessObjects portfolio, including Crystal Reports
    software and dashboards from Xcelsius software, executives of
    midsize companies can benefit from increased transparency into
    their business operation and can utilize comprehensive analytics
    to make decisions that can improve their business performance.
    This latest feature pack also integrates customer relationship
    management,
    order-to-cash
    with automated billing, project profitability and resource
    management, time and expense reimbursement,
    procure-to-pay,
    and service and repair. Finally, companies can collaborate more
    effectively internally, as well as with customers, suppliers,
    and partners through new groupware integration with Microsoft
    Office. For example, groupware integration with desktop tools
    such as Microsoft Office enables users to synchronize tasks,
    appointments, and
    e-mail and,
    for instance, export standard letters and listings to work on
    them in Microsoft Office applications. This helps companies work
    more effectively  internally and with their
    customers, vendors, and other business partners.
    SAP Business
    All-in-One:
    In 2009, we continued to enhance the SAP Business
    All-in-One
    solution to include integrated preconfigured SAP BusinessObjects
    solutions  in addition to the comprehensive,
    preconfigured best practices delivered for SAP CRM and SAP ERP
    applications in 2008. These solutions provide customers with
    instant access to trusted and timely data at the core of their
    business operations. Additionally, we continued investing in the
    SAP Business
    All-in-One
    fast-start program by 52




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extending the solution configurator to configure CRM functions
    online. Partners participating in the SAP Business
    All-in-One
    fast-start program can now deploy the solution configurator on
    their Web sites and feature their unique offerings to prospects.
    Several of our partners already have it live on their sites.
    Finally, we delivered the SAP BusinessObjects Data Integrator
    software for data migration to SAP Business
    All-in-One.
    It helps reduce project risks and speed the implementation of
    SAP Business
    All-in-One
    solutions.  
    SAP Business One: In 2009, we released enhancements to the 2007
    version of the SAP Business One application that offer a bundle
    of legal enhancements, streamlined business processes, improved
    usability, built-in local best practices, and integration with
    Web-based CRM and
    e-commerce.
    SAP BusinessObjects Edge solutions: In April 2009, we launched
    new solutions, including SAP BusinessObjects Edge BI, our
    comprehensive business intelligence software for small
    businesses and midsize companies. Now, as part of SAP
    BusinessObjects Edge, BI midmarket companies can use SAP
    BusinessObjects Explorer software that helps business users
    quickly and easily explore information from diverse sources and
    instantly answer business questions. We also delivered the SAP
    BusinessObjects Edge Strategy Management application, which
    helps small businesses and midsize companies improve their
    performance and align execution with strategy by connecting
    goals, initiatives and metrics. We also delivered the SAP
    BusinessObjects Edge Planning and Consolidation application,
    which helps these organizations create, execute, and monitor
    budgets that are aligned to financial plans and resources.  Expanded
    SAP BusinessObjects Portfolio
    
    SAP-BusinessObjects business intelligence (BI) solutions: In
    2009, we delivered SAP BusinessObjects Explorer software. SAP
    BusinessObjects Explorer software, accelerated version for SAP
    NetWeaver Business Warehouse (SAP NetWeaver BW), combines
    intuitive information search and exploration functions with the
    high performance and scalability of SAP NetWeaver BW
    Accelerator, so it can empower the organization and put BI
    within the reach of more business users in a company. With
    immediate insights into vast amounts of data, users can improve
    their ability to make sound, timely decisions.
    The accelerated version of SAP BusinessObjects Explorer software
    delivers powerful functions, including:  
    Search across data fields and metadata: Users simply enter
    a few keywords to instantly find the most relevant information
    from across all data sources. They need no previous knowledge
    about what data exists or where to find it.
    Intuitive exploration of data and charts: The software
    complements results with contextually relevant details. The
    experience is comparable to Internet-style search and browsing
    an online store. Users do not need data models or data knowledge.
    Automated relevancy and chart generation: SAP
    BusinessObjects Explorer presents the most relevant search
    results first and automatically generates the chart that best
    represents the information.
    High performance and scalability: The combined software and
    hardware solution delivers the high performance and scalability
    that users need for immediate response and answers when they
    browse very large data sets.  
    SAP BusinessObjects information management (IM) solutions:
    In June 2009, we delivered enhancements to SAP BusinessObjects
    Data Federator and SAP BusinessObjects Data Services software.
    These 53




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solutions support both SAP and non-SAP software environments.
    They offer greater support for SAP customers by integrating with
    SAP NetWeaver BW. In addition, there is deeper integration
    between SAP BusinessObjects Data Services and the SAP NetWeaver
    Master Data Management component (SAP NetWeaver MDM) for
    improved data cleansing. We also delivered application-specific
    versions of SAP BusinessObjects Data Quality Management software
    to help customers solve data quality problems with SAP,
    Informatica, and Siebel applications. With the new version of
    SAP BusinessObjects Metadata Management software, customers can
    consolidate metadata to gain visibility into SAP NetWeaver BW
    objects. They can thus obtain information on data lineage and
    usage and conduct change impact analyses.  
    SAP BusinessObjects governance, risk, and compliance (GRC)
    solutions: We delivered a new version of the SAP BusinessObjects
    Global Trade Services application that continued the evolution
    of this product and focused on managing supply chain risk and
    compliance across all of an organizations trade processes.
    Execution of our road map continued with new versions of the SAP
    BusinessObjects Process Control and SAP BusinessObjects Risk
    Management applications, built on the SAP NetWeaver technology
    platform. The process control application offers customers a
    comprehensive concept with which to realize automated control
    mechanisms that help them ensure compliance with numerous legal
    and regulatory requirements. The latest release of the risk
    management application enables companies to automatically
    monitor and proactively identify enterprise risks. The
    combination of these two solutions enables customers to take a
    risk-based approach to controls. These were our first
    applications to deliver embedded SAP BusinessObjects BI
    capabilities through integration with Crystal Reports and
    Xcelsius software  notably as part of our updating of
    SAP BusinessObjects Access Control. The first version of the SAP
    BusinessObjects Sustainability Performance Management
    application helps organizations define and communicate their
    sustainability objectives, appropriately manage risks, and
    report on sustainability performance. It does so by providing a
    reporting and management framework that enables organizations to
    focus on driving sustainability performance rather than data
    collection and report compilation.
    SAP BusinessObjects enterprise performance management (EPM)
    solutions: The release of SAP BusinessObjects EPM 7.5 delivered
    the second phase of our five-year road map and included new
    versions of the SAP BusinessObjects Planning and Consolidation
    application on both the SAP NetWeaver and Microsoft platforms to
    help customers streamline their planning, budgeting, and
    forecasting processes. A new version of the SAP BusinessObjects
    Strategy Management application was released with new
    visualization and reporting capabilities enabled by SAP
    BusinessObjects BI solutions. We enhanced the SAP
    BusinessObjects Financial Consolidation application with new
    accounting compliance features and rich integration with SAP ERP
    and SAP NetWeaver BW to further help companies meet demands for
    a faster, more accurate financial close process. We also
    released a new version of the SAP BusinessObjects Profitability
    and Cost Management application, which helps customers gain more
    insight into cost drivers and their effect on profitability. A
    second version of the SAP BusinessObjects Spend Performance
    Management application was released to help customers identify
    cost-saving opportunities and identify risk in the supply chain.
    In February 2009, we delivered the new SAP BusinessObjects XBRL
    Publishing solution by UBmatrix, designed to help customers meet
    new regulatory requirements for the electronic communication of
    financial and business data. Also in February, we launched the
    SAP BusinessObjects Supply Chain Performance Management
    application, which continues to extend our performance
    management vision beyond finance. It helps companies measurably
    improve supply chain effectiveness, create responsive supply
    chain networks, and deliver improved cost control.   54




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Enhancements
    to SAP NetWeaver
    
    SAP NetWeaver Composition Environment: In May 2009, we released
    the first enhancement package for the SAP NetWeaver Composition
    Environment offering, which provides a lean, integrated,
    standards-based development, modeling, and runtime environment.
    Software developers and technical consultants can use the
    enhanced composite designer and composite life-cycle management
    capabilities to improve productivity. As part of this
    enhancement package, we also delivered the SAP NetWeaver
    Business Process Management component and the SAP NetWeaver
    Business Rules Management component  the next
    generation of tools for increasing process flexibility with new
    business process management and business rules management
    capabilities. Business process experts can use these tools to
    generate a consistent view of core and composite processes for
    both business and IT.
    SAP NetWeaver Process Integration (SAP NetWeaver PI): With the
    release of the first enhancement package for SAP NetWeaver
    Process Integration in May 2009, our customers can now take
    advantage of Enterprise Services Repository enhancements to
    improve SOA design governance. SAP NetWeaver PI also supports
    higher data volumes and centralized administration capabilities.
    SAP NetWeaver Information Lifecycle Management: SAP has
    delivered a three-pronged approach to information life-cycle
    management that meets the complex information management needs
    of todays organizations: data archiving, which focuses on
    keeping the growth of data volume in check; retention
    management, which deals with the life cycle of data from the
    time it is created until it is destroyed; and a retention
    warehouse, which addresses the decommissioning of legacy
    applications and systems.
    SAP NetWeaver Identity Management: In 2009, we released a new
    version of SAP NetWeaver Identity Management. Key enhancements
    in this release include integration with SAP BusinessObjects
    Access Control for compliant user provisioning, standards-based
    integration (Service Provisioning Markup Language) with SAP
    Business Suite (employee scenarios) to enable business-driven
    identity management, identity services to enable access to
    identity management functions from external applications and SOA
    environments, and greater integration with the SAP NetWeaver
    infrastructure including Web Dynpro-based Web user interfaces
    for more consistent
    look-and-feel
    and easier management.  New
    Developments for Services
     55




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
    In April 2009, SAP and SAP User Group Executive Network (SUGEN)
    announced the rollout of the SUGEN SAP Enterprise Support
    program using key performance indicators (KPIs) to define and
    measure how SAP customers derive value from SAP Enterprise
    Support.
    In December 2009, SAP announced that the KPIs achieved under the
    program showed clear value to participating SAP customers.
    In January 2010, SAP announced a tiered support model for
    customers worldwide. This support offering includes SAP
    Enterprise Support services and the SAP Standard Support option,
    and will enable all customers to choose the option that best
    meets their requirements. ACQUISITIONS   
    In May, we acquired the assets of Sky Data Systems Inc., a
    U.S. company. Sky Data Systems specializes in mobile CRM
    solutions.
    In June, we acquired Clear Standards Inc., a U.S. company.
    Clear Standards provides enterprise carbon management solutions
    and helps organizations measure and control greenhouse gas
    emissions and other environmental impacts across internal
    operations. The software also supports sustainability reporting.
    Our objective in extending our product portfolio in the field of
    sustainability is to help our customers meet the carbon
    management requirements in this time of increasingly stringent
    government regulations and public expectations of better
    transparency.
    In June, we also acquired Highdeal S.A., a French company.
    Highdeal delivers sophisticated pricing, charging and rating
    solutions designed to support communication service providers.
    SAP has integrated the Highdeal solutions in a business process
    platform that provides customers with a comprehensive real-time
    transaction management system.
    In September, we acquired a majority of the shares of SAF AG, a
    Swiss public company. SAF develops ordering and forecasting
    software for the retail, logistics, and industrial sectors. The
    company employs an innovative conceptual demand chain management
    approach that allows the process chain to be controlled and
    optimized by its central driving force  the
    customers buying behavior. SAP offered SAF shareholders an
    amount of 11.50 per share, which represents a 9.5% premium
    according to the XETRA closing price of 10.50 for the SAF
    share on July 17, 2009, and a 33.9% premium to the
    volume-weighted average price of the SAF shares in XETRA trading
    on the Frankfurt Stock Exchange over the three months prior to
    the offer date. As of September 24, 2009, the aggregate
    number of SAF shares attributable to SAP amounted to 3,914,041
    SAF shares in total; corresponding to approximately 70.67% of
    the share capital and the voting rights of SAF AG. As of
    March 10, 2010 the amount of share capital and the voting
    rights of SAF AG attributable to SAP had not changed
    significantly.
    In December we acquired the assets of SOALogix, Inc., a
    U.S. company. SOALogix specializes in packaged software to
    map information flows between employees, processes, and
    applications. Its product portfolio includes solutions for
    integrating industry-specific project management software with
    SAP applications for portfolio and project management. SEASONALITY  56




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SALES, MARKETING AND
    DISTRIBUTION   All-in-One
         INTELLECTUAL
    PROPERTY, PROPRIETARY RIGHTS AND LICENSES   and/or
 57




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ORGANIZATIONAL
    STRUCTURE     Ownership

Country ofName of Subsidiary

%

Incorporation

FunctionGermanySAP Deutschland AG & Co. KG, Walldorf

100

Germany

Sales, consulting and trainingRest of EMEASAP (UK) Limited, Feltham

100

Great Britain

Sales, consulting and trainingSAP (Schweiz) AG, Biel

100

Switzerland

Sales, consulting and trainingSAP France S.A., Paris

100

France

Sales, consulting and trainingUnited StatesSAP America, Inc., Newtown Square

100

USA

Sales, consulting and trainingRest of AmericasSAP Canada Inc., Toronto

100

Canada

Sales, consulting, training, 
    and research and developmentJapanSales, consulting, training,SAP JAPAN Co., Ltd., Tokyo

100

Japan

and research and developmentRest of APJSAP Australia Pty Limited, Sydney

100

Australia

Sales, consulting and training  DESCRIPTION OF
    PROPERTY      58




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Capital Expenditures Principal
    Capital Expenditures and Divestitures Currently in
    Progress
              Principal
    Capital Expenditures and Divestitures for the Last Three
    Years
     59




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Form 20-F.
 ITEM 4A.
    UNRESOLVED STAFF COMMENTS   ITEM 5.
    OPERATING
    AND FINANCIAL REVIEW AND PROSPECTS  OVERVIEW         
    the economic conditions that we believe impacted our performance
    in 2009;
    our outlook for 2009 compared to our actual performance
    (non-GAAP);
    a discussion of our operating results for 2009 compared to 2008
    and for 2008 compared to 2007; 60




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
    the economic conditions we believe will impact our performance
    in 2010; and
    our operational targets for 2010 (non-IFRS).   ECONOMIC CONDITIONS Global Economic
    Trends                61




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The IT Market                62




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OUTLOOK FOR 2009 Performance Against
    Outlook for 2009 (Non-GAAP)  Operating Results
  Outlook for 2009
    (Non-GAAP)
           63




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##### Table of Contents



Support








Currency


Non-GAAPRevenue Not








Effect on the


FiancialU.S. GAAP


Recorded


Acquisition-


Non-GAAP


Non-GAAP


Measure atFinancial


Under U.S.


Related


Financial


Financial


ConstantMeasure


GAAP


Charges


Measure


Measure


Currency millions, except operating marginSoftware and software-related service revenue


8,198



11



n/a



8,209



−8



8,201Total
    revenue(1)


10,672



11



n/a



10,683



−19



10,664Operating
    income(1)


2,639



11



264



2,915



18



2,933Operating margin in %


24.7



0.1



2.5



27.3



0.2



27.5     (1)
    
    These financial measures are the
    numerator or the denominator in the calculation of our non-GAAP
    operating margin and the comparable U.S. GAAP operating margin,
    and are included in this table for the convenience of the reader.  2009
    Actual Performance Compared to Outlook (Non-GAAP)
  year-over-year
  better-than-expected
   OPERATING RESULTS
    (IFRS) Form 20-F
 64




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Our 2009
    Results Compared to our 2008 Results (IFRS) Revenue (IFRS)
  Change2009


2008


2009 vs 2008 millionsSoftware 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
%Training revenue


273



434



−37
%Other service revenue


85



107



−21
%Professional services and other service revenue


2,432



3,039



−20
%Other revenue


42



70



−40
%Total Revenue


10,672



11,575



−8
%   Total Revenue
    Revenue by Region Revenue by Industry
  Software and
    Software-Related Service Revenue
         65




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Professional
    Services and Other Service Revenue
           66




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##### Table of Contents



Revenue by Region
    and Industry (IFRS)
  Revenue by Region
  Change in %2009


2008


2009 vs 2008 millionsGermany


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 millionsProcess 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
  Notes to the Consolidated Financial Statements
  The EMEA Region
   67




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The Americas Region
    The APJ Region
    Revenue by Industry
        Operating Profit and
    Margin (IFRS)
  Total Operating
    Expense
  Change2009


2008


2009 vs. 2008 millionsCost of software and software-related services


−1,714



−1,743



−2
%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
%Other operating income/expense, net


33



11



>100
%Total operating expenses


−8,084



−8,874



−9
%  68




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Operating Profit and
    Operating Margin
  Change2009

2008

2009 vs. 2008 million, except for operating marginOperating profit


2,588



2,701


−4%Operating Margin in %


24.3



23.3


1.0pp   Cost-Containment
    Measures in 2009
    Total Operating
    Expenses
    Cost of Software and
    Software-Related Services
        Cost of Professional
    Services and Other Services
   69




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Research and
    Development
      Sales and Marketing
      General and
    Administration
      Operating Profit
    Operating Margin
   70




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##### Table of Contents



Segment Discussions
  Notes to the Consolidated
    Financial Statements
  Change in %Product Segment

2009


2008


2009 vs. 2008 millions, unless otherwise statedExternal revenue


7,846



8,366


−6Segment expenses


−3,120



−3,655


−15Segment contribution


4,726



4,711


0Segment profitability


60
%


56
%

4pp   Change in %Consulting Segment

2009


2008


2009 vs. 2008External revenue


2,499



2,824


−12Segment expenses


−1,724



−2,040


−15Segment contribution


775



784


−1Segment profitability


31
%


28
%

3pp   Change in %Training Segment

2009


2008


2009 vs. 2008External revenue


332



525


−37Segment expenses


−217



−300


−28Segment contribution


115



225


−49Segment profitability


35
%


43
%

−8pp   Product Segment
       71




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##### Table of Contents



Consulting Segment
          Training Segment
  e-learning.
        Financial Income, Net
     72




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##### Table of Contents



Income Tax
  Notes to the Consolidated Financial Statements
 Our 2008 Results
    Compared to our 2007 Results (IFRS) Revenue (IFRS)
  Change2008


2007


2008 vs. 2007 millionsSoftware revenue


3,606



3,407



6
%Support revenue


4,602



3,852



19
%Subscription and other software-related service revenue


258



182



42
%Software and software-related service revenue


8,466



7,441



14
%Consulting revenue


2,498



2,221



12
%Training revenue


434



410



6
%Other service revenue


107



113



−5
%Professional services and other service revenue


3,039



2,744



11
%Other revenue


70



71



−1
%Total Revenue


11,575



10,256



13
%   Total Revenue
      Software and
    Software-Related Service Revenue
       73




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##### Table of Contents



Professional
    Services and Other Service Revenue
      E-Learning on-site
   74




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##### Table of Contents



Revenue by Region
    and Industry (IFRS)
  Revenue by Region
  Change in %2008


2007


2008 vs. 2007 millionsGermany


2,193



2,005



9
%Rest of EMEA


4,013



3,387



18
%Total EMEA


6,206



5,392



15
%United States


2,890



2,717



6
%Rest of Americas


990



872



14
%Total Americas


3,880



3,589



8
%Japan


515



447



15
%Rest of APJ


974



828



18
%Total APJ


1,489



1,275



17
%Total revenue


11,575



10,256



13
%   Revenue by Industry
  Change in %2008


2007


2008 vs. 2007 millionsProcess Industries


2,367



2,143



10
%Discrete Industries


2,434



2,224



9
%Consumer Industries


2,235



1,952



14
%Service Industries


2,706



2,372



14
%Financial Services


774



679



14
%Public Services


1,059



886



20
%Total revenue


11,575



10,256



13
%   Revenue by Region
  The EMEA Region
    The Americas Region
   75




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The APJ Region
    Revenue by Industry
  year-over-year.
  Operating Profit and
    Operating Margin (IFRS)
  Total Operating
    Expense
  Change2008


2007


2008 vs. 2007 millionsCost of software and software-related services


−1,743



−1,350



29
%Cost of professional services and other services


−2,285



−2,091



9
%Research and development


−1,627



−1,461



11
%Sales and marketing


−2,546



−2,173



17
%General and administration


−624



−499



25
%Restructuring


−60



−2



>100
%Other operating income/expense, net


11



18



−39
%Total operating expenses


−8,874



−7,558



17
%   Operating Profit and
    Operating Margin
  Change2008

2007

2008 vs. 2007 million, except for operating marginOperating profit


2,701



2,698


0%Operating Margin in %


23.3



26.3


−3.0pp      76




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##### Table of Contents



Cost of Software and
    Software-Related Services
      Cost of Professional
    Services and Other Services
      Research and
    Development
      Sales and Marketing
    General and
    Administration
   77




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Operating Profit
    Operating Margin
    Segment Discussions
  Change in %Product Segment

2008


2007


2008 vs. 2007 millions, unless otherwise statedExternal revenue


8,366



7,369


14Segment expenses


−3,655



−3,062


19Segment contribution


4,711



4,307


9Segment profitability


56
%


58
%

−2pp   Change in %Consulting Segment

2008


2007


2008 vs. 2007External revenue


2,824



2,369


19Segment expenses


−2,040



−1,738


17Segment contribution


784



631


24Segment profitability


28
%


27
%

1pp   Change in %Training Segment

2008


2007


2008 vs. 2007External revenue


525



493


6Segment expenses


−300



−284


6Segment contribution


225



209


8Segment profitability


43
%


42
%

1pp   Product Segment
   78




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Consulting Segment
      Training Segment
  e-learning,
       79




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Financial Income, Net
    Income Tax
   OUTLOOK Future Trends in the
    Global Economy              80




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IT Market Outlook
    for 2010
         81




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FORECAST FOR SAP Strategic
    Perspectives
     82




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Delivering Solution
    and Technology Excellence
    Creating a More
    Holistic Customer Experience
  end-to-end
  end-to-end
  Organic Growth and
    Targeted Acquisitions
    Operational Targets
    for 2010 (Non-IFRS)
    
    We expect non-IFRS software and software-related service revenue
    to increase in the range 4% to 8% at constant currencies in 2010
    (2009: 8.2 billion).
    We expect the non-IFRS operating margin to be in the range 30%
    to 31% at constant currencies in 2010 (2009: 27.4%).
    We project a corresponding increase in our operating profit.
    We project an effective tax rate of 27.5% to 28.5% (based on
    IFRS) for 2010 (2009: 28.1%).
    If the Annual General Meeting of Shareholders so resolves, in
    2010 we will pay a dividend that provides a payout ratio of
    approximately 34%.
    Excepting acquisitions, our planned capital expenditures for
    2010 will be covered in full by operating cash flow and will
    chiefly be spent on completing new office buildings at various
    locations as well as on IT equipment.   83




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Medium-Term
    Perspectives
       FOREIGN CURRENCY
    EXCHANGE RATE EXPOSURE      LIQUIDITY AND
    CAPITAL RESOURCES    84




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Analysis of Total
    Net Group Liquidity
          2009


2008


Change in % millionsCash and cash equivalents


1,884



1,280



47Current
    investments(1)


400



382



5Total group
    liquidity(2)


2,284



1,662



37Current bank loans


4



2,319



−100Non-current bank loans


699



2



>100Total financial debt


703



2,321



−70Total net group liquidity/debt


1,581



−659



>100     (1)
    
    Current investments are included
    within other financial assets on the statement of financial
    position.(2)
    
    Total group liquidity mainly
    consisted of amounts held in U.S. dollars (approximately
    153 million) and in euro (approximately
    1,532 million) as of December 31, 2009.   85




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Analysis of
    Consolidated Statements of Cash Flow
  Years Ended December 31,


Change in %


Change in %2009


2008


2007


2009 vs. 2008


2008 vs. 2007 millionsNet cash provided by operating activities


3,015



2,158



1,932



40



12Net cash used in investing activities


−299



−3,766



−1,391



−92



>100Net cash provided by/(used in) financing activities


−2,166



1,281



−1,287



>−100



>100       Credit Lines
   86




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OFF-BALANCE SHEET
    ARRANGEMENTS  CONTRACTUAL
    OBLIGATIONS   Payments due by periodLess than








More thanContractual obligations

Total


1 year


1-3 years


3-5 years


5 years millionsShort-term debt
    obligations(1)


4



4



0



0



0Long-term debt
    obligations(1)


778



23



464



291



0Operating lease
    obligations(2)


727



221



243



131



132Purchase
    obligations(3)


247



192



45



8



2Other long-term liabilities reflected on the statement of
    financial
    positions(4)


77



0



55



0



22Total


1,833



440



807



430



156      (1)
    
    This represents bank loans and
    interest thereon.(2)
    
    See Note 23 to our
    consolidated financial statements for additional information
    about operating lease obligations and the related rental expense.(3)
    
    Purchase obligations represent
    agreements to purchase goods or services that are enforceable
    and legally binding on us that specify all significant terms,
    including: fixed or minimum quantities to be purchased; fixed,
    minimum or variable price provisions; and the approximate timing
    of the transaction. The outstanding obligations include the
    construction of facilities, office equipment and car purchase
    commitments, food and security services and other facility
    commitments.Our expected contributions to our
    pension and other post employment benefit plans are not included
    in the table above. We expect to contribute in 2010 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
    91 million to 132 million in 2007 through
    2009; we expect similar contributions to be made in 2010. See
    Note 19a to our Consolidated Financial Statements for
    additional information on estimated future pension benefits to
    be paid.(4)
    
    Amounts mainly consist of
    employee-related liabilities (12 million) derivatives
    (27 million) and deferred rent
    (33 million). Not included in the table are
    non-current tax payables of 239 million, which
    include provisions for uncertainties in income taxes. Other
    noncurrent liabilities on the statement of financial position
    such as pension and other post employment 87




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benefit liabilities, deferred
    compensation, deferred income and deferred tax liabilities are
    not included in this table. For additional information on
    liabilities see Notes 18 and 19b to our Consolidated
    Financial Statements.    Obligations under
    Indemnifications and Guarantees
   RESEARCH AND
    DEVELOPMENT  CRITICAL ACCOUNTING
    ESTIMATES Form 20-F.
    
    revenue recognition;
    valuation of trade receivable;
    accounting for share-based compensation;
    accounting for income tax;
    business combinations; 88




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
    subsequent accounting for goodwill and other intangibles;
    accounting for legal contingencies; and
    recognition of internally generated intangible assets from
    development.   NEW ACCOUNTING
    STANDARDS NOT YET ADOPTED  89




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ITEM 6.
    DIRECTORS,
    SENIOR MANAGEMENT AND EMPLOYEES  SUPERVISORY BOARD   Year

YearFirst

TermName

Age

Principal Occupation

Elected

ExpiresProf. Dr. h.c. mult. Hasso Plattner,
    Chairman(1)(2)(4)(6)(7)(8)(11)


66


Chairman of the Supervisory Board


2003



2012Pekka
    Ala-Pietilä(1)(7)(8)(11)


53


Co-founder and CEO Blyk Ltd.


2002



2012Prof. Dr. Wilhelm
    Haarmann(1)(2)(4)(5)


59


Attorney at Law, Certified Public Auditor and Certified Tax
    Advisor; HAARMANN Partnerschaftsgesellschaft,
    Rechtsanwälte, Steuerberater, Wirtschaftsprüfer


1988



2012Bernard
    Liautaud(7)(12)


47


General Partner, Balderton Capital


2008



2012Dr. h.c. Hartmut
    Mehdorn(1)(5)(6)


67


Independent Consultant


1998



2012Prof. Dr.-Ing. Dr. h.c. mult. Dr.-Ing. E.h. mult. Joachim
    Milberg(1)(2)(3)(4)(7)(8)


66


Chairman of the Supervisory Board of BMW AG


2007



2012Dr. Erhard
    Schipporeit(1)(3)(10)(11)


61


Management Consultant


2005



2012Prof. Dr.-Ing. Dr.-Ing. E.h. Klaus
    Wucherer(1)(7)


65


Managing Director of Dr. Klaus Wucherer Innovations- und
    Technologieberatung GmbH


2007



2012Lars Lamadé, Vice
    Chairman(4)(6)(9)


38


Employee, Project Manager Service & Support


2002



2012Thomas
    Bamberger(3)(9)


42


Employee, Chief Operating Officer Global Service & Support


2007



2012Panagiotis
    Bissiritsas(2)(5)(9)


41


Employee, Support Expert


2007



2012Willi
    Burbach(4)(7)(9)


47


Employee, Developer


1993



2012Peter
    Koop(4)(7)(9)


43


Employee, Industry Business Development Expert


2007



2012Christiane
    Kuntz-Mayr(7)(13)


47


Employee, Deputy Chairperson of the Works Council of SAP AG


2009



2012Dr. Gerhard
    Maier(2)(3)(9)


56


Employee, Development Project Manager


1989



2012Stefan
    Schulz(5)(6)(7)(9)


40


Employee, Development Project Manager


2002



2012     (1)
    
    Elected by SAP AGs
    shareholders on May 10, 2007.(2)
    
    Member of the Compensation
    Committee.(3)
    
    Member of the Audit Committee.(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 AGs employees
    on April 23, 2007.(10)
    
    Member of the Audit Committee and
    determined to be the Audit Committee financial expert. 90




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(11)
    
    Member of the Special Committee.(12)
    
    Elected by SAP AGs
    shareholders on June 3, 2008, replaced August-Wilhelm
    Scheer who resigned from the Supervisory Board on the same day.(13)
    
    Replaced Helga Classen who left
    the Supervisory Board on December 31, 2008.    Mitbestimmungsgesetz
   EXECUTIVE BOARD   Year First

Year CurrentName

Appointed

Term ExpiresBill McDermott, Co-CEO


2008



2012Jim Hagemann Snabe, Co-CEO


2008



2012Dr. Werner Brandt


2001



2013Gerhard Oswald


1996



2011Vishal Sikka


2010



2012     
    Claus Heinrich left SAP on May 31, 2009.
    On June 1, 2009 Léo Apotheker became the sole CEO as
    Henning Kagermann retired from SAP as planned on May 31,
    2009.
    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. 91




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##### Table of Contents



Bill McDermott Co-CEO (Vorstandssprecher
  Jim Hagemann Snabe Co-CEO (Vorstandssprecher
  Werner Brandt, CFO,
  Gerhard Oswald, COO,
  Vishal Sikka, CTO
     COMPENSATION REPORT  Compensation for
    Executive Board Members Compensation
    System
   92




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##### Table of Contents




    The fixed element is paid as a monthly salary.
    The amount of performance-related compensation to be paid out in
    respect of 2009 depended on the SAP Groups achievement of
    its targets for (non-GAAP) operating margin, (non-GAAP)
    operating income, and the cash-flow conversion ratio
    (U.S. GAAP).
    On February 11, 2010, the Supervisory Board assessed
    SAPs performance against the agreed targets and determined
    how much performance-related compensation was payable. The
    payment will be made after the Annual General Meeting of
    Shareholders in June 2010.
    The regular form of share-based compensation was the issue of
    virtual stock options under the terms of the 2009 stock option
    plan (SOP Performance Plan 2009). The terms and details of
    the SOP Performance Plan 2009 are described in Note 28
    in the Notes to Consolidated Financial Statementssection.    Amount of
    Compensation
    RegularPerformance-Related


Long-TermFixed Elements


Element


Incentive ElementsDirectors


Share-BasedProfit-


CompensationSalary


Other(1)


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







2,346.1Léo Apotheker (Co-CEO)


750.0



137.3



4,862.8



950.0



6,700.1Dr. Werner Brandt


455.0



19.1



2,950.1



577.0



4,001.2Erwin Gunst


455.0



36.0



2,950.1



577.0



4,018.1Prof. Dr. Claus E. Heinrich (until May 31, 2009)


189.6



9.3



658.8







857.7Bill
    McDermott(3)


900.4



74.9



2,776.7



577.0



4,329.0Gerhard Oswald


455.0



437.5



2,950.1



577.0



4,419.6John
    Schwarz(4)


581.5



28.2



2,910.7



577.0



4,097.4Jim Hagemann Snabe


455.0



131.1



2,950.1



577.0



4,113.2Total


4,554.0



880.8



25,035.6



4,412.0



34,882.4  93




---



##### Table of Contents



(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
    allocation(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    2009 AllocationsTotal FairValue ofLong-TermFair Value


Incentive


Fair Valueper Right


Elements


per Right on


Total Value onat Time of


at Time of


Dec. 31,


Dec. 31,Quantity


Grant


Grant


2009


2009


(000)





(000)Prof. Dr. Henning Kagermann (CEO and Member until
    May 31,
    2009)(1)


















Léo Apotheker (Co-CEO)


169,040



5.62



950.0



4.89



275.5Dr. Werner Brandt


102,670



5.62



577.0



4.89



167.4Erwin Gunst


102,670



5.62



577.0



4.89



167.4Prof. Dr. Claus E.
    Heinrich(1)


















Bill McDermott


102,670



5.62



577.0



4.89



167.4Gerhard Oswald


102,670



5.62



577.0



4.89



167.4John Schwarz


102,670



5.62



577.0



4.89



167.4Jim Hagemann Snabe


102,670



5.62



577.0



4.89



167.4Total


785,060







4,412.0







1,279.9     1)
    
    Retired May 31, 2009. No
    allocations in 2009.    Performance-


Regular Long-TermRelated


Incentive ElementsElement


Share-BasedFixed Elements


Directors


CompensationSalary


Other(1)


Profit-Sharing


(SAP SOP
    2007)(2)


Total(000)Prof. Dr. Henning Kagermann (Co-CEO and member until
    May 31, 2009)


750.0



15.7



2,606.1



948.4



4,320.2Léo Apotheker (Co-CEO)


687.5



334.5



2,388.9



632.3



4,043.2Dr. Werner Brandt


455.0



23.5



1,581.0



577.3



2,636.8Erwin
    Gunst(3)


227.5



18.1



790.5







1,036.1Prof. Dr. Claus E. Heinrich


455.0



19.8



1,581.0



577.3



2,633.1Bill
    McDermott(3)


395.2



142.4



631.3







1,168.9Gerhard Oswald


455.0



627.9



1,581.0



577.3



3,241.2John
    Schwarz(4)


424.9



14.3



1,295.2



577.3



2,311.7Jim Hagemann
    Snabe(3)


227.5



22.3



790.5







1,040.3Dr. Peter Zencke (member until Dec. 31, 2008)


455.0



27.8



1,581.0



577.3



2,641.1Total


4,532.6



1,246.3



14,826.5



4,467.2



25,072.6  94




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##### Table of Contents



(1)
    
    Insurance contributions, benefits
    in kind, expenses for maintenance of two households due to work
    abroad, compensation from seats on other governing bodies in the
    SAP Group, reimbursement of legal fees.(2)
    
    Fair value at the time of
    allocation.(3)
    
    Member of the Executive Board from
    July 1, 2008. (The table shows compensation since that
    date.)(4)
    
    Member of the Executive Board from
    March 1, 2008. (The table shows compensation since that
    date.)  Share-Based
    Compensation Under SAP SOP 2007
  2008 AllocationsTotal FairValue ofLong-TermFair Value


Incentive


Fair Valueper Right


Elements


per Right on


Total Value onat Time of


at Time of


Dec. 31,


Dec. 31,Quantity


Grant


Grant


2008


2008


(000)





(000)Prof. Dr. Henning Kagermann (Co-CEO and Member until
    May 31,
    2009)(3)


133,396



7.11



948.4



4.67



623.0Léo Apotheker (Co-CEO)


88,933



7.11



632.3



4.67



415.3Dr. Werner Brandt


81,200



7.11



577.3



4.67



379.2Erwin
    Gunst(1)


















Prof. Dr. Claus E.
    Heinrich(4)


81,200



7.11



577.3



4.67



379.2Bill
    McDermott(1)


















Gerhard Oswald


81,200



7.11



577.3



4.67



379.2John
    Schwarz(2)


81,200



7.11



577.3



4.67



379.2Jim Hagemann
    Snabe(1)


















Dr. Peter
    Zencke(5)


81,200



7.11



577.3



4.67



379.2Total


628,329







4,467.2







2,934.3     (1)
    
    Member of the Executive Board
    from July 1, 2008. (No allocations since that date.)(2)
    
    Member of the Executive Board from
    March 1, 2008. (The table shows allocations since that
    date.)(3)
    
    Retired May 31, 2009. Subject
    to expiration of term, options remain open under a two-year
    grace period.(4)
    
    Retired May 31, 2009. The
    options can be exercised until end of term.(5)
    
    Retired December 31, 2008.
    The options can be exercised until end of term. End-of-Service
    Benefits  Normal
    End-of-Service
    Undertakings
  Retirement
    Pension Plan
   95




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##### Table of Contents




    Léo Apothekers agreement provides only for a
    retirement pension, but not for a surviving dependants or
    disability pension. The pension contribution reflects 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.
    Henning Kagermanns rights to retirement pension benefits
    were increased by further annual contributions because he
    remained a member of the Executive Board after his
    60th birthday until his retirement on May 31, 2009.
    Bill McDermott has 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
    beneficiarys 65th birthday. Subject to certain
    conditions, the plan also provides earlier payment or invalidity
    benefits. SAP also made contributions to a third-party pension
    plan for Bill McDermott. In 2009, SAP paid contributions
    totaling 199,600 (2008: 474,500). SAPs
    contributions reflect Bill McDermotts payments into this
    pension plan. The SAP America pension plan closed with effect
    from January 1, 2009. Interest continues to be paid on the
    earned rights to benefits. In view of these circumstances, SAP
    adjusted its payments to a non-SAP pension plan.
    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 2009, SAP paid
    contributions totaling 108,400 (2008: 92,100).
    SAP made no retirement pension plan contributions in respect of
    John Schwarz in 2008 and 2009. 96




---



##### Table of Contents



Prof. Dr.Henning


Léo








Prof. Dr.Kagermann


Apotheker


Dr. Werner





Claus E.


Bill


Gerhard(Co-CEO)(2)


(Co-CEO)


Brandt


Erwin
    Gunst(1)


Heinrich3)


McDermott


Oswald


Total(000)PBO January 1, 2008


5,865.2



422.5



613.7



280.3



2,730.9



588.4



3,014.8



13,515.8Less plan assets market value January 1, 2008


5,228.0



630.4



510.7



272.9



2,028.7



45.0



2,316.4



11,032.1Accrued January 1, 2008


637.2



−207.9



103.0



7.4



702.2



543.4



698.4



2,483.7PBO change in 2008


−277.2



17.3



88.1



108.9



81.0



366.6



84.3



469.0Plan assets change in 2008


277.2



28.4



113.3



−224.8



282.6



−11.7



320.2



785.2PBO December 31, 2008


5,588.0



439.8



701.8



389.2



2,811.9



955.0



3,099.1



13,984.8Less plan assets market value December 31, 2008


5,505.2



658.8



624.0



48.1



2,311.3



33.3



2,636.6



11,817.3Accrued December 31, 2008


82.8



−219.0



77.8



341.1



500.6



921.7



462.5



2,167.5PBO change in 2009


317.4



88.4



201.0



92.0



−58.0



3.1



527.1



1,171.0Plan assets change in 2009


255.0



29.2



31.1



97.4



436.2



9.2



237.6



1,095.7PBO December 31, 2009


5,905.4



528.2



902.8



481.2



2,753.9



958.1



3,626.2



15,155.8Less plan assets market value December 31, 2009


5,760.2



688.0



655.1



145.5



2,747.5



42.5



2,874.2



12,913.0Accrued December 31, 2009


145.2



−159.8



247.7



335.7



6.4



915.6



752.0



2,242.8     (1)
    
    When Erwin Gunst joined the
    Executive Board and his employment with SAPs Switzerland
    affiliate ended, his vested plan funds were transferred to an
    external vested benefits account.(2)
    
    Member of Executive Board and
    Co-CEO until May 31, 2009(3)
    
    Member of Executive Board until
    May 31, 2009    Vested on


Vested onDecember 31,


December 31,2009


2008(000)Prof. Dr. Henning
    Kagermann(2)


340.4(1
)


334.9(1
)Léo Apotheker (Co-CEO)


45.5



45.5Dr. Werner Brandt


54.1



48.0Erwin Gunst


34.4



32.8Prof. Dr. Claus E.
    Heinrich(3)


189.7



186.1Bill McDermott


124.2



121.8Gerhard Oswald


208.4



201.2     (1)
    
    Due to the extension of Henning
    Kagermanns contract beyond his 60th birthday, these values
    represent the retirement pension entitlement that he received
    after his current Executive Board contract expired on
    May 31, 2009, based on the entitlements vested on
    May 31, 2009, and on December 31, 2008, respectively. 97




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##### Table of Contents



(2)
    
    Member of Executive Board and
    Co-CEO until May 31, 2009(3)
    
    Member of Executive Board until
    May 31, 2009    Postcontractual
    Noncompete Provisions
  12-month
  Early
    End-of-Service
    Undertakings
  Severance
    Payments
      Postcontractual
    Noncompete Provisions
    Payments
    to Retiring Executive Board Members in 2009
    
    Henning Kagermann receives monthly abstention compensation of
    163,200, corresponding to 50% of his final average
    contractual compensation, in consideration of an agreed
    12-month
    postcontractual noncompete period.
    He receives a monthly retirement pension of 28,400.
    Upon termination of his employment contract, Henning Kagermann
    received compensation for unused leave totaling 1,199,400. 98




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##### Table of Contents




    Claus Heinrich received a payment of 4,120,600 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, Claus Heinrich
    received compensation for unused leave totaling 235,800.
    The terms of the stock-based compensation plan notwithstanding,
    it was agreed that Claus Heinrich may exercise his rights
    pertaining to allocations under SAP SOP 2007 without
    limitation until they expire.
    We have set aside the postcontractual noncompete provisions in
    his contract.  Payments
    to Former Executive Board Members
    12-month
  Executive
    Board Members Long-Term Incentives
  Notes to the Consolidated
    Financial Statements
  SOP PERFORMANCE
    PLAN 2009
       99




---



##### Table of Contents



Fair ValueHolding on


Fair Value


per Unit on


Accrual onYear


December 31,


per Unit at


December 31,


December 31,Granted


2009


Time of Grant


2009


2009Quantity of








(000)OptionsProf. Dr. Henning Kagermann (Co-CEO until May 31,
    2009)(1)


2009















Léo Apotheker (Co-CEO)


2009



169,040



5.62



4.89



275.5Dr. Werner Brandt


2009



102,670



5.62



4.89



167.4Erwin Gunst


2009



102,670



5.62



4.89



167.4Prof. Dr. Claus E.
    Heinrich(1)


2009















Bill McDermott


2009



102,670



5.62



4.89



167.4Gerhard Oswald


2009



102,670



5.62



4.89



167.4John Schwarz


2009



102,670



5.62



4.89



167.4Jim Hagemann Snabe


2009



102,670



5.62



4.89



167.4Total






785,060











1,279.9     (1)
    
    Retired May 31, 2009. No
    allocations in 2009.  SAP
    SOP 2007
     100




---



##### Table of Contents



SAP
    SOP 2007 Stock Options
  Fair ValueHolding on


Fair Value


per Unit on


Accrual onYear


December 31,


per Unit at


December 31,


December 31,Granted


2009


Time of Grant


2009


2009Quantity of








(000)OptionsProf. Dr. Henning Kagermann (Co-CEO until May 31,
    2009)(3)


2007



118,637



8.00



3.09



366.62008



133,396



7.11



5.21



637.0Léo Apotheker (Co-CEO)


2007



79,093



8.00



3.09



244.42008



88,933



7.11



5.21



424.7Dr. Werner Brandt


2007



72,216



8.00



3.09



223.12008



81,200



7.11



5.21



387.8Erwin
    Gunst(1)


2007



56,258



8.00



3.09



173.82008



70,284



7.11



5.21



335.7Prof. Dr. Claus E.
    Heinrich(4)


2007



72,216



8.00



3.09



223.12008



81,200



7.11



5.21



387.8Bill
    McDermott(1)


2007



62,508



8.00



3.09



193.12008



70,284



7.11



5.21



335.7Gerhard Oswald


2007



72,216



8.00



3.09



223.12008



81,200



7.11



5.21



387.8John
    Schwarz(2)


2007















2008



81,200



7.11



5.21



387.8Jim Hagemann
    Snabe(1)


2007



37,505



8.00



3.09



115.92008



56,228



7.11



5.21



268.5Total






1,314,574











5,315.9     (1)
    
    Member from July 1, 2008. The
    holding was allocated before appointment to the Executive Board.(2)
    
    Member from March 1, 2008.
    Only allocations since appointment to the Executive Board are
    shown.(3)
    
    Retired May 31, 2009. Subject
    to expiration of term, options remain open under a two-year
    grace period.(4)
    
    Retired May 31, 2009. The
    options can be exercised until end of term.  Incentive Plan
    2010
    
    If market capitalization does not increase by 50% or more, the
    Executive Board will not receive a payout.
    If market capitalization increases by more than 50% but less
    than 100%, target achievement will be measured progressively.
    If SAPs market capitalization increases not less than
    twofold during the said period, the Executive Board will receive
    a payout of 100 million. 101




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements
    Fair Value perOriginal


Fair Value per


Unit on


Accrual onQuantity


Unit at Time of


December 31,


December 31,Granted


Grant


2009


2009Number of








(000)RightsProf. Dr. Henning Kagermann (Co-CEO until May 31,
    2009)(2)


188,182



24.87



0.15



22.4Léo Apotheker (Co-CEO)


125,455



24.87



0.15



14.9Dr. Werner Brandt


62,727



24.87



0.15



7.5Erwin
    Gunst(1)


28,815



14.02



0.15



3.4Prof. Dr. Claus E
    Heinrich(2)


62,727



24.87



0.15



7.5Bill
    McDermott(1)


45,345



14.02



0.15



5.4Gerhard Oswald


62,727



24.87



0.15



7.5Jim Hagemann
    Snabe(1)


17,290



14.02



0.15



2.0Total


593,268











70.6     (1)
    
    Member from July 1, 2008.
    These rights were allocated before appointment to the Executive
    Board.(2)
    
    Retired May 31, 2009. Subject
    to expiration of term, options remain open under a two-year
    grace period.  SAP SOP 2002
      one-to-three
  Notes to the Consolidated
    Financial Statements
   102




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##### Table of Contents



SAP
    SOP 2002 Stock Options
  Holding on


Rights








Holding onJanuary 1, 2009


Exercised





Forfeited


December 31, 2009Remaining


in 2009


Price on


Shares(2)





RemainingYear


Strike Price


Quantity


Term in


Quantity of


Exercise


Quantity of


Quantity of


Term inGranted


per Share


of Shares


Years


Shares


Day


Shares


Shares


YearsProf. Dr. Henning Kagermann (Co-CEO and Member until
    May 31,
    2009)(3)


2004
(2)


37.50



200,000



0.13











200,000.00







2005



33.55



267,820



1.11















267,820



0.112006



46.48



143,404



2.10















143,404



1.10Léo Apotheker (Co-CEO)


2004
(2)


37.50



112,000



0.13











112,000







2005



33.55



149,980



1.11















149,980



0.112006



46.48



95,604



2.10















95,604



1.10Dr. Werner Brandt


2004
(2)


37.50



112,000



0.13











112,000







2005



33.55



149,980



1.11















149,980



0.112006



46.48



87,292



2.10















87,292



1.10Erwin
    Gunst(1)


2005



33.55



61,264



1.11















61,264



0.112006



46.48



44,596



2.10















44,596



1.10Prof. Dr. Claus E.
    Heinrich(3)


2004
(2)


37.50



112,000



0.13











112,000







2005



33.55



149,980



1.11















149,980



0.112006



46.48



87,292



2.10















87,292



1.10Bill
    McDermott(1)


2006



46.48



77,296



2.10















77,296



1.10Gerhard Oswald


2005



33.55



149,980



1.11















149,980



0.112006



46.48



87,292



2.10















87,292



1.10Jim Hagemann
    Snabe(1)


2005



33.55



51,180



1.11















51,180



0.112006



46.48



37,164



2.10















37,164



1.10Total










2,176,124















536,000



1,640,124     1)
    
    Member from July 1, 2008.
    These rights were allocated before appointment to the Executive
    Board.2)
    
    The options from the 2004 tranche
    were forfeited on February 16, 2009 (Plan end date).3)
    
    Retired May 31, 2009. Subject
    to expiration of term, options remain open under a two-year
    grace period.  LTI Plan
    2000
    one-to-three
 103




---



##### Table of Contents



LTI
    Plan 2000 Stock Options
  RightsHolding on


Exercised





Holding onJanuary 1, 2009


in 2009





December 31, 2009Remaining





Price on





RemainingYear


Strike Price


Quantity


Term in


Quantity of


Exercise


Quantity of


Term inGranted


per Share


of Shares


Years


Shares


Date


Shares


Years











Prof. Dr. Henning Kagermann (Co-CEO and Member until
    May 31,
    2009)(1)


2000



18.65



112,128



1.14



112,128



34.55







2001



22.67



157,500



2.14











157,500



1.14Léo Apotheker
    (Co-CEO)(2)


2002



28.00



87,500



3.14











87,500



2.14Total










357,128







112,128







245,000     (1)
    
    Retired May 31, 2009. Subject
    to expiration of term, options remain open under a two-year
    grace period.(2)
    
    Member from August 1, 2002.
    This holding was allocated before appointment to the Executive
    Board.  one-to-three
  LTI
    Plan 2000 Convertible Bonds
  RightsHolding on


Exercised





Holding onJanuary 1, 2009


in 2009





December 31, 2009Remaining





Price on





RemainingYear


Strike Price


Quantity


Term


Quantity of


Exercise


Quantity of


TermGranted


per Share


of Shares


in Years


Shares


Day


Shares


in Years











Prof. Dr. Henning
    Kagermann (Co-CEO
    and Member until
    May 31,
    2009)(1)


2000



72.58



89,700



1.14











89,700



0.142001



47.81



126,000



2.14











126,000



1.142002



37.88



360,000



3.14











360,000



2.14Léo Apotheker
    (Co-CEO)(2)


2000



83.67



95,400



1.19











95,400



0.192001



47.81



120,000



2.14











120,000



1.142002



37.88



70,000



3.14











70,000



2.14Dr. Werner Brandt


2001



47.81



20,000



2.14











20,000



1.142002



37.88



120,000



3.14











120,000



2.14Prof. Dr. Claus E
    Heinrich(1)


2000



72.58



65,700



1.14











65,700



0.142001



47.81



88,000



2.14











88,000



1.142002



37.88



200,000



3.14











200,000



2.14Gerhard Oswald


2000



72.58



65,700



1.14











65,700



0.142001



47.81



88,000



2.14











88,000



1.14Total










1,508,500















1,508,500  104




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##### Table of Contents



(1)
    
    Retired May 31, 2009. Subject
    to expiration of term, the convertible bonds remain open under a
    two-year grace period.(2)
    
    Member from August 1, 2002.
    This holding was allocated before appointment to the Executive
    Board.  Total
    Expense for Share-Based Compensation
    2009


2008(000)Prof. Dr. Henning Kagermann (Co-CEO and Member until
    May 31, 2009)


167,9



55.9Léo Apotheker (Co-CEO)


376,3



37.3Dr. Werner Brandt


351,8



98.9Erwin
    Gunst(1)


343,1



108.0Prof. Dr. Claus E. Heinrich


184,5



98.9Bill
    McDermott(1)


339,3



97.4Gerhard Oswald


351,8



98.9John
    Schwarz(2)


397,0



158.1Jim Hagemann
    Snabe(1)


318,3



95.2Total


2,830.0
(3)


848.6     (1)
    
    Member of the Executive Board from
    July 1, 2008(2)
    
    Member of the Executive Board
    from March 1, 2008(3)
    
    Includes incremental expense of
    430,000 resulting from the amendment of the exercise
    conditions for the 2005 grant of SAP SOP 2002 SHAREHOLDINGS AND
    TRANSACTIONS OF EXECUTIVE BOARD MEMBERS       Transaction Date

Transaction

Quantity

Unit PriceWerner Brandt


October 29, 2009



Stock purchase



1,000



31.95  Executive
    Board: Other Information    105




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##### Table of Contents



Compensation for
    Supervisory Board Members Compensation
    System
           106




---



##### Table of Contents



Amount of
    Compensation
    2009


2008Compensation











CompensationFixed


Variable


for Committee





Fixed


Variable


for CommitteeCompensation


Compensation


Work


Total


Compensation


Compensation


Work


Total(000)Prof. Dr. h.c. mult. Hasso Plattner (chairperson)


75.0



125,0



20,0



220,0



75.0



125.0



25.0



225.0Lars Lamadé (deputy chairperson)


50.0



100,0



2,5



152,5



50.0



100.0



2.5



152.5Pekka Ala-Pietilä


37.5



62,5



5,0



105,0



37.5



62.5



7.5



107.5Thomas Bamberger


37.5



62,5



2,5



102,5



37.5



62.5



2.5



102.5Panagiotis Bissiritsas


37.5



62,5



5,0



105,0



37.5



62.5



5.0



105.0Willi Burbach


37.5



62,5



5,0



105,0



37.5



62.5



5.0



105.0Helga Classen (until December 31, 2008)


0,0



0,0



0,0



0,0



37.5



62.5



2.5



102.5Prof. Dr. Wilhelm Haarmann


37.5



62,5



10,0



110,0



37.5



62.5



9.0



109.0Peter Koop


37.5



62,5



4,8



104,8



37.5



62.5



2.5



102.5Christiane Kuntz-Mayr (from January 1, 2009)


37.5



62,5



2,3



102,3



0.0



0.0



0.0



0.0Bernard Liautaud (from June 3, 2008)


37.5



62,5



2,5



102,5



21.9



36.5



1.5



59.8Dr. Gerhard Maier


37.5



62,5



5,0



105,0



37.5



62.5



5.0



105.0Dr. h.c. Hartmut Mehdorn


37.5



62,5



2,5



102,5



37.5



62.5



1.5



101.5Prof. Dr.-Ing. Dr. h.c. Dr.-Ing. E.h. Joachim Milberg


37.5



62,5



10,0



110,0



37.5



62.5



11.5



111.5Prof. Dr. Dr. h.c. August-Wilhelm Scheer (until
    April 4, 2008)


0.0



0,0



0,0



0,0



12.5



20.8



2.5



35.8Dr. Erhard Schipporeit


37.5



62,5



7,5



107,5



37.5



62.5



7.5



107.5Stefan Schulz


37.5



62,5



5,0



105,0



37.5



62.5



5.0



105.0Prof. Dr.-Ing. Dr.-Ing. E.h. Klaus Wucherer


37.5



62,5



2,5



102,5



37.5



62.5



2.5



102.5Total


650,0



1.100,0



92,1



1.842,1



646.9



1,094.8



98.3



1,840.0      Long-Term
    Incentives for the Supervisory Board   Shareholdings
    and Transactions of Supervisory Board Members
   107




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##### Table of Contents



Transactions in SAP SharesTransaction Date

Transaction

Quantity

Unit Price in Dr. Gerhard Maier


August 17, 2009



Stock sale



6,384



32.65Hasso Plattner GmbH & Co. Beteiligungs KG


September 14, 2009



Stock sale



(1
)


(1
)     (1)
    
    On September 14, 2009, the
    notifying party concluded a contract with a bank, which acts as
    commission agent, under which the notifying party is selling a
    total of 240,000,000 of SAP stock in monthly tranches of
    15,000,000 until the term ends on December 31, 2010.
    The number of shares sold is the result of dividing the value
    sold by the share price current at the time of sale. Supervisory
    Board: Other Information      Executive Board: Other
    Information
 EMPLOYEES    108




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##### Table of Contents



Number of Employees (in Full-Time Equivalents)2009


2008


2007FTEs

EMEA


Americas


APJ


Total


EMEA


Americas


APJ


Total


EMEA


Americas


APJ


TotalSoftware and software-related services


3,228



1,264



1,868



6,360



3,284



1,405



1,912



6,601



3,006



999



1,759



5,764Professional services and other services


6,857



3,574



2,346



12,777



7,236



4,304



2,538



14,078



6,476



3,724



2,125



12,325Research and Development


8,606



2,566



3,869



15,041



8,542



2,710



4,034



15,286



7,624



1,700



3,113



12,437Sales & Marketing


4,315



3,600



1,800



9,715



4,649



4,143



2,014



10,806



3,578



3,040



1,320



7,938General & Administration


1,950



743



421



3,114



2,006



834



478



3,318



1,738



554



380



2,672Infrastructure


877



409



178



1,464



914



455



180



1,549



758



279



129



1,166SAP Group


25,833



12,156



10,482



48,471



26,631



13,851



11,156



51,638



23,180



10,296



8,826



42,302                109




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##### Table of Contents



SHARE OWNERSHIP Beneficial Ownership
    of Shares
   SHARE-BASED
    COMPENSATION PLANS Share-Based
    Compensation
   ITEM 7. MAJOR
    SHAREHOLDERS AND RELATED-PARTY TRANSACTIONS MAJOR SHAREHOLDERS    110




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##### Table of Contents



Ordinary SharesBeneficially Owned% ofMajor Shareholders

Number


OutstandingDietmar Hopp,
    collectively(1)


75,273,200



6.136
%Hasso Plattner, Chairperson Supervisory Board,
    collectively(2)


122,946,427



10.023
%Klaus Tschira,
    collectively(3)


103,429,595



8.432
%Executive Board Members as a group (5 persons)


12,327



0.001
%Supervisory Board Members as a group (16 persons)


122,953,313



10.023
%Executive Board Members and Supervisory Board Members as a
    group
    (21 persons)(4)


122,965,640



10.024
%Options and convertible bonds that are vested and exercisable
    within 60 days of March 10, 2010, held by Executive
    Board Members and Supervisory Board Members,
    collectively(5)


145.037



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 shars 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 16, 2010.(2)
    Includes Hasso Plattner Förderstiftung gGmbH and Hasso
    Plattner GmbH & Co. Beteiligungs-KG in which Hasso
    Plattner exercises sole voting and dispositive power.(3)
    Represents 103,429,595 ordinary shares beneficially owned by
    Dr. h. c. Klaus Tschira, including 67,860,955 ordinary
    shares owned by Klaus Tschira Stiftung gGmbH and 32,830,640
    ordinary shares owned by Dr. h. c. Tschira Beteiligungs
    GmbH & Co. KG. Dr. Tschira exercises the voting
    and dispositive powers over the ordinary shares held by such
    entities. The foregoing information is based solely on a
    Schedule 13G filed by Dr. hc. Klaus Tschira,
    Dr. h. c. Tschira Beteiligungs GmbH & Co. KG,
    Dr. h. c. Tschira Verwaltungs GmbH and Klaus Tschira
    Stiftung gGmbH on February 10, 2010.(4)
    We believe each of the other members of the Supervisory Board
    and the Executive Board beneficially owns less than 1% of SAP
    AGs ordinary shares as of March 10, 2010.(5)
    Includes 81,112 stock options and 63,925 convertible bonds. Each
    of these stock options and convertible bonds entitles the
    holder, if exercised or converted, to four SAP AG ordinary
    shares.   RELATED-PARTY
    TRANSACTIONS  ITEM 8. FINANCIAL
    INFORMATION CONSOLIDATED
    FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE  111




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##### Table of Contents



OTHER FINANCIAL
    INFORMATION Legal Proceedings
      Dividend Policy
    Significant Changes
     ITEM 9. THE
    OFFER AND LISTING GENERAL    112




---



##### Table of Contents



TRADING ON THE
    FRANKFURT STOCK EXCHANGE AND THE NYSE   Ordinary Share (1)


DAX(2)


Price per ADRHigh


Low


High


Low


High


LowIn 


In 


In US$Annual Highs and Lows2005


38.95



28.63



5,458.58



4,178.10



46.43



36.962006


46.86



34.56



6,611.81



5,292.14



57.00



43.572007


42.27



33.37



8,105.69



6,447.70



59.86



44.452008


39.93



23.45



7,949.11



4,127.41



58.98



29.702009


35.26



25.00



6,011.55



3,666.41



52.37



31.69Quarterly Highs and Lows2008First Quarter


34.88



29.96



7,949.11



6,182.30



51.93



45.77Second Quarter


35.52



31.50



7,225.94



6,418.32



55.20



48.72Third Quarter


39.93



32.38



6,609.63



5,807.08



58.98



51.40Fourth Quarter


36.98



23.45



5,806.33



4,127.41



51.85



29.702009First Quarter


29.64



25.00



5,026.31



3,666.41



38.61



31.69Second Quarter


31.25



27.00



5,144.06



4,131.07



44.87



35.73Third Quarter


35.26



27.32



5,736.31



4,572.65



51.70



37.87Fourth Quarter


35.08



30.09



6,011.55



5,353.35



52.37



44.28Monthly Highs and Lows2009July


33.00



27.32



5,360.66



4,572.65



47.25



37.87August


34.06



32.58



5,557.09



5,201.61



49.01



45.88September


35.26



33.17



5,736.31



5,301.42



51.70



47.83October


35.08



30.80



5,854.14



5,414.96



52.37



45.27November


32.91



31.30



5,804.82



5,353.35



49.09



46.00December


33.00



30.09



6,011.55



5,647.84



48.19



44.282010January


35.35



32.18



6,048.30



5,540.33



51.19



45.14February


34.05



31.12



5,722.05



5,434.34



47.46



42.81March (through March 10, 2010)


34.08



33.45



5,936.72



5,713.51



46.48



45.27     (1)
    Share prices for 2006 and prior 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 issuers free-float market
    capitalization. Adjustments to the DAX are made for capital
    changes, subscription rights and dividends.   113




---



##### Table of Contents



ITEM 10.
    ADDITIONAL INFORMATION ARTICLES OF
    INCORPORATION Organization and
    Register
  Aktiengesetz Handelsregister www.ebundesanzeiger.de
  Objects and Purposes
    
    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.   CORPORATE GOVERNANCE Introduction
  Satzung
  The Supervisory Board
   114




---



##### Table of Contents



Mitbestimmungsgesetz
            Audit Committee Prüfungsausschuss
 115




---



##### Table of Contents



Form 20-F.
      General Committee (Präsidialausschuss)
  Compensation Committee (Personalausschuss)
  Finance and Investment Committee (Finanz- und
    Investitionsausschuss)
  Mitbestimmungsgesetz Mediation Committee
    (Vermittlungsausschuss)
  Strategy and Technology Committee (Strategie- und
    Technologieausschuss)
  Nomination Committee (Nominierungsausschuss)
  Special Committee Sonderausschuss
     116




---



##### Table of Contents



The Executive Board
      Prokurist
         117




---



##### Table of Contents



The Annual General
    Meeting of Shareholders
     CHANGE IN CONTROL   Wertpapiererwerbs- und
    Übernahmegesetz Bundesanstalt für
    Finanzdienstleistungsaufsicht
   CHANGE IN SHARE
    CAPITAL  118




---



##### Table of Contents



RIGHTS ACCOMPANYING
    OUR SHARES     Voting Rights
    
    changing the corporate purpose of the company set out in the
    articles of incorporation;
    capital increases and capital decreases;
    excluding preemptive rights of shareholders to subscribe for new
    shares;
    dissolution;
    a merger into, or a consolidation with, another company;
    a transfer of all or virtually all of the assets; and
    a change of corporate form.  Dividend Rights
   119




---



##### Table of Contents



Preemptive Rights
  Bezugsrecht
  Liquidation
    Disclosure of
    Shareholdings
  Wertpapierhandelsgesetz
  Risikobegrenzungsgesetz
  Exchange Controls
    and Other Limitations Affecting Security Holders
  Deutsche Bundesbank
 TAXATION General
   120




---



##### Table of Contents



German
    Taxation
  Form 20-F
    German Taxation of
    Dividends
    http://www.bzst.bund.de).
 121




---



##### Table of Contents



Refund
    Procedures for U.S. Holders
    20007-1998, (http://www.bzst.bund.de).
  19176-6052.
         122




---



##### Table of Contents



German
    Taxation of Capital Gains
        German
    Gift and Inheritance Tax
      Other German Taxes
    U.S. Taxation
   123




---



##### Table of Contents



Form 20-F.
    U.S. Taxation of
    Dividends
         124




---



##### Table of Contents



U.S. Taxation of
    Capital Gains
      U.S. Foreign Tax
    Credit
    U.S.-source
  Passive
    Foreign Investment Company Considerations
   MATERIAL CONTRACTS   2009 Three-Year
    Revolving Credit Facility
  change-of-control
 125




---



##### Table of Contents



Form 20-F.
  Private Placement
    Transaction
  change-of-control
  Other Material
    Contracts and Agreements
       DOCUMENTS ON DISPLAY Form 20-F www.sec.gov www.sap.com
 ITEM 11. QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  126




---



##### Table of Contents



ITEM 12. DESCRIPTION
    OF SECURITIES OTHER THAN EQUITY SECURITIES American Depositary
    Shares Fees and
    Charges Payable by ADR Holders
    
    taxes and other governmental charges;
    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;
    applicable air courier, cable, telex and facsimile expenses of
    the Depositary;
    expenses incurred by the Depositary in the conversion of foreign
    currency;
    $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;
    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
    $5.00 or less per 100 ADSs (or portion thereof) to the
    Depositary for distribution of securities other than SAP
    ordinary shares or rights.  Form 20-F.
     127




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##### Table of Contents



and/or and/or
  Fees and
    Other Payments Payable by the Depositary to SAP
    
    US $72,531 for the 2009 NYSE ADR listing fees; and
    US $2,000,000 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  ITEM 14. MATERIAL
    MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
    PROCEEDS  ITEM 15. CONTROLS
    AND PROCEDURES EVALUATION OF
    DISCLOSURE CONTROLS AND PROCEDURES  128




---



##### Table of Contents



MANAGEMENTS
    ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Rules 13a-15(f) 15d-15(f)
       CHANGES IN INTERNAL
    CONTROL OVER FINANCIAL REPORTING Form 20-F
 ITEM 16. [RESERVED] ITEM 16A. AUDIT
    COMMITTEE FINANCIAL EXPERT Rule 10A-3
 ITEM 16B. CODE
    OF ETHICS Form 20-F.
  www.sap.com/corpgovernance
 129




---



##### Table of Contents



ITEM 16C. PRINCIPAL
    ACCOUNTANT FEES AND SERVICES AUDIT FEES,
    AUDIT-RELATED FEES, TAX FEES AND ALL OTHER FEES  AUDIT
    COMMITTEES PRE-APPROVAL POLICIES AND PROCEDURES     1.
    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.2.
    Services requiring universal approval: Services of
    this category may be provided by our independent auditors up to
    a certain aggregate amount in fees per year that is determined
    annually by the Audit Committee.3.
    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.         130




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##### Table of Contents



ITEM 16D. EXEMPTIONS
    FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES  Rule 10A-3 Rule 10A-3 Rule 10A-3
  Rule 10A-3.
 ITEM 16E. PURCHASES
    OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
    PURCHASERS         ITEM 16F. CHANGES
    IN REGISTRANTSS CERTIFYING ACCOUNTANT  ITEM 16G. DIFFERENCES
    IN CORPORATE GOVERNANCE PRACTICES   Introduction
     131




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##### Table of Contents



Legal Framework
  Aktiengesetz Wertpapierhandelsgesetz Wertpapiererwerbs- und
    Übernahmegesetz Handelsgesetzbuch
  www.sap.com/about/governance/statutes/index.epx
  Significant
    Differences
    German Stock
    Corporations are Required to have a Two-Tier Board System
  day-to-day
  Director
    Independence Rules
   132




---



##### Table of Contents



Mitbestimmungsgesetz
  Audit Committee
    Independence
  Rule 10A-3 Rule 10A-3 A-3
    Rules on
    Non-Management Board Meetings are Different
   133




---



##### Table of Contents



Rules on
    Establishing Committees Differ
  Mitbestimmungsgesetz Vermittlungsausschuss 2 3
  Rules on
    Shareholders Compulsory Approval are Different
      Specific Principles
    of Corporate Governance
    Specific Code of
    Business Conduct
   134




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##### Table of Contents



PART III ITEM 17. FINANCIAL
    STATEMENTS   ITEM 18. FINANCIAL
    STATEMENTS    Form 20-F:
  
    Report of Independent Registered Public Accounting Firm.
    Consolidated Financial Statements  
    Consolidated Income Statements for the years ended 2009, 2008
    and 2007.
    Consolidated Statements of Comprehensive Income for the years
    ended December 31, 2009, 2008 and 2007.
    Consolidated Statements of Financial Position as of
    December 31, 2009 and 2008.
    Consolidated Statements of Changes in Equity for the years ended
    December 31, 2009, 2008 and 2007.
    Consolidated Statements of Cash Flows for the years ended
    December 31, 2009, 2008 and 2007.
    Notes to the Consolidated Financial Statements.  
    Financial Statement Schedule I  Reconciliations
    from U.S. GAAP to IFRS for the years ended
    December 31, 2007 and 2006. ITEM 19. EXHIBITS  Form 20-F:
  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)2
.2

Form of American Depositary Receipt.(2)4
.1

Form of Amended and Restated Deposit Agreement 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, dated as of December 3, 2004.(3)4
.1.1

Amendment No. 1 dated as of December 20, 2006 to
    Amended and Restated Deposit Agreement among SAP AG, Deutsche
    Bank Trust Company Americas, as Depository, and all owners
    and holders from time to time of American Depositary Receipts
    issued thereunder, including the form of American Depositary
    Receipts.(1)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
.6

Revolving Credit Facility dated September 16, 2009 by and
    among SAP AG (Borrower), Deutsche Bank AG, J.P. Morgan plc
    and The Royal Bank of Scotland plc (as lead arrangers and book
    runners).12
.1

Certification of Bill McDermott, Co-Chief Executive Officer,
    required by
    Rule 13a-14(a)
    or
    Rule 15d-14(a). 135




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##### Table of Contents



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).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 the Annual Report on
    Form 20-F
    of SAP AG filed on March 22, 2006.(2)
    
    Incorporated by reference to the Post Effective Amendment #1 to
    Registration Statement on
    Form F-6
    of SAP AG filed on November 25, 2009.(3)
    
    Incorporated by reference to the Current Report on
    Form 6-K
    of SAP AG, filed on December 13, 2004. 136




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##### Table of Contents



SIGNATURES Form 20-F
     By: /s/
    BILL
    MCDERMOTT     Dated: March 25, 2010
  By: /s/
    JIM
    HAGEMANN SNABE  Name: Jim Hagemann Snabe
 Title: Co-Chief Executive Officer
  Dated: March 25, 2010
  By: /s/
    WERNER
    BRANDT  Name: Dr. Werner Brandt
 Title: Chief Financial Officer
  Dated March 25, 2010
 137




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##### Table of Contents



SAP AG AND
    SUBSIDIARIES
  INDEX TO THE
    CONSOLIDATED FINANCIAL STATEMENTS
   PageReport of Independent Registered Public
    Accounting Firm


F-1Consolidated Financial Statements:Consolidated Income Statements for the years
    ended 2009, 2008 and 2007


F-3Consolidated Statements of Comprehensive Income
    for the years ended December 31, 2009, 2008 and 2007


F-4Consolidated Statements of Financial Position as
    of December 31, 2009 and 2008


F-5Consolidated Statements of Changes in Equity for
    the years ended December 31, 2009, 2008 and 2007


F-6Consolidated Statements of Cash Flows for the
    years ended December 31, 2009, 2008 and 2007


F-7Notes to the Consolidated Financial Statements


F-8 to F-105Financial Statement Schedule I 
    Reconciliations from U.S. GAAP to IFRS for the years ended
    December 31, 2007 and 2006


S-1-S-5




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  The Supervisory Board of SAP AG:
  Internal Control 
    Integrated Framework
         F-1




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##### Table of Contents



Internal Control 
    Integrated Framework
  Business Combinations Consolidated and Separate Financial
    Statements Customer
    Loyalty Programmes
   
  Mannheim, Germany
 March 11, 2009
 F-2




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##### Table of Contents



SAP AG AND
    SUBSIDIARIES
  CONSOLIDATED
    FINANCIAL STATEMENTS
  CONSOLIDATED
    INCOME STATEMENTS OF SAP GROUPfor the
    years ended December 31,  (Unaudited)Note


2009(1)


2009


2008


2007US$








millions, unless otherwise statedSoftware revenue






3,736



2,607



3,606



3,407Support revenue






7,574



5,285



4,602



3,852Subscription and other software-related service revenue






439



306



258



182Software and software-related service revenue






11,749



8,198



8,466



7,441Consulting revenue






2,972



2,074



2,498



2,221Training revenue






391



273



434



410Other service revenue






122



85



107



113Professional services and other service revenue






3,486



2,432



3,039



2,744Other revenue






60



42



70



71Total revenue


(5
)


15,295



10,672



11,575



10,256Cost of software and software-related services






(2,457
)


(1,714
)


(1,743
)


(1,350
)Cost of professional services and other services






(2,653
)


(1,851
)


(2,285
)


(2,091
)Research and development






(2,280
)


(1,591
)


(1,627
)


(1,461
)Sales and marketing






(3,152
)


(2,199
)


(2,546
)


(2,173
)General and administration






(808
)


(564
)


(624
)


(499
)Restructuring


(7
)


(284
)


(198
)


(60
)


(2
)Other operating income/expense, net


(8
)


47



33



11



18Total operating expenses






(11,586
)


(8,084
)


(8,874
)


(7,558
)Operating profit






3,709



2,588



2,701



2,698Other non-operating income/expense, net


(9
)


(105
)


(73
)


(27
)


2Finance income






46



32



72



142Finance costs






(145
)


(101
)


(123
)


(7
)Other financial gains/losses, net


(10
)


(16
)


(11
)


1



(11
)Financial income, net






(115
)


(80
)


(50
)


124Profit before tax






3,490



2,435



2,624



2,824Income tax expense


(11
)


(982
)


(685
)


(776
)


(916
)Profit after tax






2,508



1,750



1,848



1,908 Profit attributable to non-controlling interests






3



2



1



2 Profit attributable to owners of parent






2,505



1,748



1,847



1,906Basic earnings per share, in 


(12
)


2.11



1.47



1.55



1.58Diluted earnings per share, in 


(12
)


2.11



1.47



1.55



1.58     (1)
    
    The 2009 figures have been
    translated solely for the convenience of the reader at an
    exchange rate of US$1.4332 to 1.00, the Noon Buying Rate
    certified by the Federal Reserve Bank of New York on
    December 31, 2009.  The accompanying Notes are an
    integral part of these Consolidated Financial Statements.
 F-3




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##### Table of Contents



SAP AG AND
    SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF COMPREHENSIVE INCOME OF SAP GROUP
 for
    the years ended December 31,
   Note


2009


2008


2007 millionsProfit after tax






1,750



1,848



1,908Gains (losses) on exchange differences on translation, before tax






76



(63
)


(196
)Reclassification adjustments on exchange differences on
    translation, before tax






(2
)


0



0Exchange differences on translation






74



(63
)


(196
)Gains (losses) on remeasuring
    available-for-sale
    financial assets, before tax


(27
)


15



1



(2
)Reclassification adjustments on
    available-for-sale
    financial assets, before tax


(27
)


0



(3
)


(1
)Available-for-sale
    financial assets


(27
)


15



(2
)


(3
)Gains (losses) on cash flow hedges, before tax


(26
)


(41
)


(15
)


89Reclassification adjustments on cash flow hedges, before tax


(26
)


84



(55
)


(85
)Cash flow hedges


(26
)


43



(70
)


4Actuarial gains (losses) on defined benefit plans, before
    tax


(19a
)


(6
)


(54
)


(4
)Other comprehensive income, before tax






126



(189
)


(199
)Income tax relating to components of other comprehensive
    income


(11
)


(12
)


39



4Other comprehensive income after tax






114



(150
)


(195
)Total comprehensive income






1,864



1,698



1,713- attributable to non-controlling interests






2



1



2- attributable to owners of parent






1,862



1,697



1,711   The accompanying Notes are an
    integral part of these Consolidated Financial Statements.
 F-4




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##### Table of Contents



SAP AG AND
    SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF FINANCIAL POSITION OF SAP GROUP
 as at
    December 31,
   (Unaudited)Note


2009(1)


2009


2008US$





millionsAssetsCash and cash equivalents






2,700



1,884



1,280Other financial assets


(13
)


697



486



588Trade and other receivables


(14
)


3,649



2,546



3,178Other non-financial assets


(15
)


211



147



126Tax assets


(11
)


275



192



399Total current assets






7,531



5,255



5,571Goodwill


(16
)


7,157



4,994



4,975Intangible assets


(16
)


1,281



894



1,140Property, plant, and equipment


(17
)


1,965



1,371



1,405Other financial assets


(13
)


407



284



262Trade and other receivables


(14
)


75



52



41Other non-financial assets


(15
)


50



35



32Tax assets


(11
)


130



91



33Deferred tax assets


(11
)


570



398



441Total non-current assets






11,636



8,119



8,329Total assets






19,168



13,374



13,900Equity and LiabilitiesTrade and other payables


(18
)


914



638



599Tax liabilities


(11
)


179



125



363Bank loans


(18
)


6



4



2,319Other financial liabilities


(18
)


204



142



244Financial liabilities


(18
)


209



146



2,563Other non-financial liabilities


(18
)


2,260



1,577



1,428Provisions


(19
)


476



332



248Deferred income


(20
)


857



598



623Total current liabilities






4,896



3,416



5,824Trade and other payables


(18
)


50



35



42Tax liabilities


(11
)


343



239



278Bank loans


(18
)


1,002



699



2Other financial liabilities


(18
)


43



30



38Financial liabilities


(18
)


1,045



729



40Other non-financial liabilities


(18
)


17



12



13Provisions


(19
)


284



198



232Deferred tax liabilities


(11
)


272



190



239Deferred income


(20
)


92



64



61Total non-current liabilities






2,103



1,467



905Total liabilities






6,998



4,883



6,729Issued
    capital2






1,757



1,226



1,226Treasury shares






(1,892
)


(1,320
)


(1,362
)Share premium






454



317



320Retained earnings






12,284



8,571



7,422Other components of equity






(454
)


(317
)


(437
)Equity attributable to owners of parent






12,149



8,477



7,169Non-controlling interests






20



14



2Total equity


(21
)


12,169



8,491



7,171Equity and liabilities






19,168



13,374



13,900     (1)
    
    The 2009 figures have been
    translated solely for the convenience of the reader at an
    exchange rate of US$1.4332 to 1.00, the Noon Buying Rate
    certified by the Federal Reserve Bank of New York on
    December 31, 2009.(2)
    
    Authorized  not issued
    or outstanding: 480 million no-par shares at
    December 31, 2009 and 2008; Authorized  issued
    and outstanding: 1,226 million no-par shares at
    December 31, 2009 and 2008  The accompanying Notes are an
    integral part of these Consolidated Financial Statements.
 F-5




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##### Table of Contents



SAP AG AND
    SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CHANGES IN EQUITY OF SAP GROUP
 as at
    December 31,
  Other Components of EquityAvailable-








Equityfor-Sale


Cash





Attributable


Non-Issued


Share


Retained


Exchange


Financial


Flow


Treasury


to Owners of


Controlling


TotalCapital


Premium


Earnings


Differences


Assets


Hedges


Shares


Parent


Interests


Equity millionsJanuary 1, 2007 prior to IFRIC 13 adoption


1,268



332



6,380



(134
)


4



6



(1,742
)


6,114



9



6,123Cumulated difference from the first-time adoption of IFRIC 13










(12
)


















(12
)






(12
)January 1, 2007 after IFRIC 13 adoption


1,268



332



6,368



(134
)


4



6



(1,742
)


6,102



9



6,111Profit after tax










1,906



















1,906



2



1,908Other comprehensive income














(196
)


(3
)


4







(195
)






(195
)Share-based compensation






(40
)






















(40
)






(40
)Dividends










(556
)


















(556
)






(556
)Cancellation of treasury shares


(23
)






(796
)














819Treasury shares transactions






12



















(811
)


(799
)






(799
)Convertible bonds and stock options exercised


1



43























44







44Other










1



















1







1Other changes non-controlling interests










2



















2



(10
)


(8
)December 31, 2007


1,246



347



6,925



(330
)


1



10



(1,734
)


6,465



1



6,466Profit after tax










1,847



















1,847



1



1,848Other comprehensive income










(32
)


(63
)


(2
)


(53
)






(150
)






(150
)Share-based compensation






(34
)






















(34
)






(34
)Dividends










(594
)


















(594
)






(594
)Cancellation of treasury shares


(21
)






(723
)














744Treasury shares transactions






(6
)


















(372
)


(378
)






(378
)Convertible bonds and stock options exercised


1



13























14







14Other










(1
)


















(1
)






(1
)December 31, 2008


1,226



320



7,422



(393
)


(1
)


(43
)


(1,362
)


7,169



2



7,171Profit after tax










1,748



















1,748



2



1,750Other comprehensive income










(6
)


74



14



32







114







114Share-based compensation






(2
)






















(2
)






(2
)Dividends










(594
)


















(594
)






(594
)Treasury shares transactions






(6
)


















42



36







36Convertible bonds and stock options exercised






5























5







5Other










1



















1







1Addition of non-controlling interests


































10



10December 31, 2009


1,226



317



8,571



(319
)


13



(11
)


(1,320
)


8,477



14



8,491     The accompanying Notes are an
    integral part of these Consolidated Financial Statements.
 F-6




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##### Table of Contents



SAP AG AND
    SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS OF SAP GROUP
 as at
    December 31,
  (Unaudited)2009(1)


2009


2008


2007US$








millionsProfit after tax


2,508



1,750



1,848



1,908Adjustments to reconcile profit after tax to net cash provided
    by operating activities:Depreciation and amortization


715



499



539



262Gains/losses on disposals of non-current assets


(16
)


(11
)


11



1Gains/losses on disposals of financial assets


(3
)


(2
)


(16
)


(1
)Impairment loss on financial assets recognized in profit


14



10



15



8Decrease/increase in sales and bad debt allowances on trade
    receivables


92



64



76



0Other adjustments for non-cash items


20



14



52



45Deferred income taxes


(56
)


(39
)


(91
)


8Decrease/increase in trade receivables


850



593



(48
)


(521
)Decrease/increase in other assets


294



205



(12
)


(277
)Decrease/increase in trade payables, provisions and other
    liabilities


(166
)


(116
)


(277
)


375Decrease/increase in deferred income


69



48



61



124Net cash flows from operating activities


4,321



3,015



2,158



1,932Purchase of non-controlling interests


0



0



0



(48
)Business combinations, net of cash and cash equivalents acquired


(105
)


(73
)


(3,773
)


(672
)Repayment of acquirees debt in business combinations


0



0



(450
)


0Purchase of intangible assets and property, plant, and equipment


(322
)


(225
)


(339
)


(400
)Proceeds from sales of intangible assets or property, plant and
    equipment


64



45



44



27Cash transferred to restricted cash


0



0



(448
)


(550
)Use of restricted cash


0



0



1,001



0Purchase of equity or debt instruments of other entities


(1,538
)


(1,073
)


(396
)


(788
)Proceeds from sales of equity or debt instruments of other
    entities


1,472



1,027



595



1,040Net cash flows from investing activities


(429
)


(299
)


(3,766
)


(1,391
)Dividends paid


(851
)


(594
)


(594
)


(556
)Purchase of treasury shares


0



0



(487
)


(1,005
)Proceeds from reissuance of treasury shares


34



24



85



156Proceeds from issuing shares (share-based compensation)


9



6



20



44Proceeds from private placement transaction


0



0



0



0Proceeds from borrowings


999



697



3,859



47Repayments of borrowings


(3,301
)


(2,303
)


(1,571
)


(48
)Purchase of equity-based derivative instruments (hedge for
    cash-settled share-based payment plans)


0



0



(55
)


0Proceeds from the exercise of equity-based derivative financial
    instruments


6



4



24



75Net cash flows from financing activities


(3,104
)


(2,166
)


1,281



(1,287
)Effect of foreign exchange rates on cash and cash
    equivalents


77



54



(1
)


(45
)Net increase (decrease) in cash and cash equivalents


866



604



(328
)


(791
)Cash and cash equivalents at the beginning of the period


1,834



1,280



1,608



2,399Cash and cash equivalents at the end of the period


2,700



1,884



1,280



1,608     1)
    
    The 2009 figures have been
    translated solely for the convenience of the reader at an
    exchange rate of US$1.4332 to 1.00, the Noon Buying Rate
    certified by the Federal Reserve Bank of New York on
    December 31, 2009.(2)
    
    Interest paid in 2009, 2008, and
    2007 amounted to  69 million, 
    105 million, and 6 million, respectively, and
    interest received in 2009, 2008, and 2007 amounted to 
    22 million,  72 million and 
    142 million, respectively. Income taxes paid in 2009, 2008,
    and 2007, net of refunds, were  722 million, 
    882 million, and  811 million, respectively.  The accompanying Notes are an
    integral part of these Consolidated Financial Statements.
 F-7




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##### Table of Contents



SAP AG AND
    SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  (1)
    GENERAL INFORMATION
    ABOUT CONSOLIDATED FINANCIAL STATEMENTS          (2)
    SCOPE OF
    CONSOLIDATION        Overview of Legal
    Entities Consolidated in the Financial Statements
  
   F-8




---



##### Table of Contents



(3)
    SUMMARY OF
    SIGNIFICANT ACCOUNTING POLICIES  (3a)
    Bases of Measurement    
    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; and
    Pensions are measured according to IAS 19 Employee Benefits (IAS
    19) as described in Note (19a)    (3b)
    Relevant Accounting
    Policies  Reclassifications
    Acquisitions
    Foreign Currencies
   F-9




---



##### Table of Contents



Exchange Rates
  
  Revenue Recognition
         F-10




---



##### Table of Contents



985-605, 97-2
 F-11




---



##### Table of Contents




    whether the arrangement involves significant production,
    modification, or customization of the software and
    whether the services are not available from third-party vendors
    and are therefore deemed essential to the software.          out-of-pocket out-of-pocket
 F-12




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##### Table of Contents



Cost of Software and
    Software-Related Services
  ramp-up
  Cost of Professional
    Services and Other Services
    Research and
    Development
      
    The development cost can be measured reliably
    The product is technically and commercially feasible
    Future economic benefits are probable
    We intend to complete development and market the product    Sales and Marketing
    General and
    Administration
   F-13




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##### Table of Contents



Government Grants
    and Assistance
    Leases
      Income Tax
        Share-Based
    Compensation
         F-14




---



##### Table of Contents



Other Components of
    Equity
    
    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
    Unrealized gains and losses on
    available-for-sale
    financial assets
    Gains and losses on cash flow hedges comprised of the net change
    in fair value of the effective portion of the respective cash
    flow hedges that have not yet impacted profit or loss.  Earnings per Share
    Financial Assets
      
    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 F-15




---



##### Table of Contents



method if the time value of money is material. For further
    information on trade receivables see the Trade and other
    Receivables section.  
    Available-for-sale
    financial assets:
    Available-for-sale
    financial assets are non-derivative financial assets that are
    not assigned to any 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 accounted for at fair value, with changes
    in fair value being reported net of tax in other components of
    equity. Fair value fluctuations 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.
    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 held for trading as we do not
    designate financial assets at fair value through profit or loss
    on initial recognition. This category solely contains positive
    fair values from embedded and freestanding derivatives, 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 further information on derivatives see
    the Derivatives section.  available-for-sale available-for-sale
    Investments in
    Associates
    Derivatives
    Derivatives without
    Designated Hedge Relationship
  held-for-trading
 F-16




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Embedded Derivatives
    Derivatives with
    Designated Cash Flow Hedge Relationship
    Valuation and
    Testing of Effectiveness
         F-17




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Trade and Other
    Receivables
  
    Trade receivables are recorded at invoiced amounts less sales
    allowances and an allowance for doubtful accounts. We record
    these allowances on a specific review of all significant
    outstanding invoices. When analyzing the recoverability of our
    trade receivables, we consider the following factors:  
    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.
    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 consideration general market factors that might impact our
    trade receivable portfolio, such as the current economic crisis.
    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.  
    Account balances are 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 bad debt allowances for a
    portfolio of trade receivables are recorded as other operating
    expense, whereas bad debt allowances for specific customer
    balances are recorded in 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
      Goodwill
      Intangible Assets
   F-18




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Property, Plant, and
    Equipment
      Useful Lives of
    Property, Plant, and Equipment
  
    Impairment of
    Goodwill and Non-current Assets
           F-19




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##### Table of Contents



Contingent Assets
    Liabilities
  Financial Liabilities
      
    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 negative fair values from embedded and other
    derivatives, 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
    further information on derivatives, see the Derivatives section.
    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.      Non-financial
    Liabilities
    Provisions
   F-20




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Post-Employment
    Benefits
  projected-unit-credit plan-by-plan
    Deferred Income
    Treasury Shares
    Presentation in the
    Consolidated Statements of Cash Flows
    (3c)
    Management Judgments
    and Sources of Estimation Uncertainty   F-21




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
    Revenue recognition
    Valuation of trade receivables
    Accounting for share-based compensation
    Accounting for income tax
    Accounting for business combinations
    Subsequent accounting for goodwill and other intangibles
    Accounting for legal contingencies
    Recognition of internally generated intangible assets from
    development    Revenue Recognition
      
    Which arrangements with the same customer are to be accounted
    for as one arrangement
    Which deliverables under one arrangement are to be accounted for
    separately and
    How to allocate the total arrangement fee to the individual
    elements of one arrangement     F-22




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
    Whether company-specific evidence of fair value can be
    demonstrated for the undelivered elements of a software
    arrangement
    The approaches used to demonstrate company-specific evidence of
    fair value    catch-up
  Valuation of Trade
    Receivables
    Accounting for
    Share-Based Compensation
     F-23




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##### Table of Contents



Accounting for
    Income Tax
        Accounting for
    Business Combinations
    
    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.
    Subsequent negative changes in the estimated fair values of
    assets may result in additional expense from impairment charges.
    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). F-24




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##### Table of Contents



Subsequent
    Accounting for Goodwill and Other Intangibles
    
    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.
    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 assets future economic
    benefits are expected to be consumed by us.          Accounting for Legal
    Contingencies
    
    The determination whether an obligation exists,
    The determination of the probability of outflow of economic
    benefits,
    The determination whether the amount of obligation is
    estimable, and
    The estimate of the obligation.     F-25




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##### Table of Contents



Recognition of
    Internally Generated Intangible Assets from Development
      
    The determination whether activities should be considered
    research activities or development activities;
    The determination whether the conditions for recognizing an
    intangible asset are met requires assumptions about future
    market conditions, customer demand and other developments;
    The term technical feasibility is not defined in
    IFRS, and therefore the determination whether completing an
    asset is technically feasible requires a company-specific and
    necessarily judgmental approach;
    The determination of the future ability to use or sell the
    intangible asset arising from the development and the
    determination of probability of future benefits from sale or
    use, and
    The determination whether a cost is directly or indirectly
    attributable to an intangible asset and whether a cost is
    necessary for completing a development.  (3d)
    New Accounting
    Standards Adopted / Early Adopted in the Current Period     F-26




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F-27




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##### Table of Contents




    Clarify that the existing IFRS 7 fair value disclosures must be
    made separately for each class of financial instrument
    Add disclosure for any change in the method of determining fair
    value and the reasons for the change
    Establish a three-level hierarchy for making fair value
    measurements:        
    Add disclosure, for each fair value measurement in the statement
    of financial position, of which level in the hierarchy was used
    and any transfers between levels, with additional disclosures
    whenever level 3 is used including a measure of sensitivity
    to a change in input data
    Clarify that the current maturity analysis for non-derivative
    financial instruments should include issued financial guarantee
    contracts
    Add disclosure of a maturity analysis for derivative financial
    liabilities      (3e)
    New Accounting
    Standards Not Yet Adopted   F-28




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F-29




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##### Table of Contents



(4)
    BUSINESS COMBINATIONS    Acquired
    Businesses
  
  and/or
 F-30




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F-31




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Identifiable
    Intangible Assets Acquired as Part of Business Combinations in
    2009
  
      Assignment of
    Acquired Goodwill to Segments
  
   F-32




---



##### Table of Contents



Prior Year Business
    Combinations
    Prior
    Year Business Combinations
  
  and/or
 F-33




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##### Table of Contents



Purchase
    Price Allocation Prior Year (excl. Business Objects)
  
    Acquisition of
    Business Objects
     F-34




---



##### Table of Contents



Business
    Objects Acquisition Cost
  
     F-35




---



##### Table of Contents



Purchase
    Price Allocation of Business Objects
  
       F-36




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##### Table of Contents



Business
    Objects Pro - Forma Information
  
        Identifiable
    Intangible Assets Acquired as Part of Business Combinations in
    2008
  
      Assignment
    of Acquired Goodwill
    to Segments
  
 F-37




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##### Table of Contents



(5)
    REVENUE        Construction
    Projects in Progress
  
  (6)
    EXPENSES BY NATURE
    AND HEADCOUNT  Employee Compensation
    Employee
    Compensation
  
 F-38




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Number of Employees
    
  Depreciation and
    Amortization
    Government Grants
      (7)
    RESTRUCTURING       F-39




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Restructuring
    Expenses
  
    Restructuring
    Expenses
  
  (8)
    OTHER OPERATING
    INCOME/EXPENSE, NET    Other
    Operating Income/Expenses
  
 F-40




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(9)
    OTHER NON-OPERATING
    INCOME/EXPENSE, NET    Other
    Non-Operating Income/Expense, Net
  
  (10)
    FINANCIAL INCOME, NET      Other
    financial Gains/Losses, Net
  
     F-41




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(11)
    INCOME TAX    Income
    Tax Expense
  
          Profit
    Before Tax
  
   F-42




---



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Reconciliation
    of Tax Expense
  
 F-43




---



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Deferred
    Tax Assets and Liabilities
  
     F-44




---



##### Table of Contents



Total
    Income Tax
  
    (12)
    EARNINGS PER SHARE   F-45




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##### Table of Contents



Earnings
    per Share
  
  (13)
    OTHER FINANCIAL
    ASSETS  Other
    Financial Assets
  
  Loans and Other
    Financial Receivables
    
       F-46




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Available-for-Sale
    Financial Assets
      Available-for-sale
  
      Derivatives
    (14)
    TRADE AND OTHER
    RECEIVABLES  Trade and
    Other Receivables
  
  time-and-material
 F-47




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Carrying
    Amounts of Trade Receivables
  
    Increase
    (Decrease) in Allowance for Doubtful Accounts
  
    Aging of
    Trade Receivables
  
   F-48




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(15)
    OTHER NON-FINANCIAL
    ASSETS  Other
    Non-financial Assets
  
   F-49




---



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(16)  GOODWILL
    AND INTANGIBLE ASSETS
  Goodwill
    and Intangible Assets
  
       F-50




---



##### Table of Contents



Significant
    Intangible Assets
  
        Goodwill
    by Segments
  
        
 F-51




---



##### Table of Contents



value-in-use
  (17)
    PROPERTY, PLANT, AND
    EQUIPMENT  Property,
    Plant, and Equipment
  
 F-52




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##### Table of Contents



(18)
    TRADE AND OTHER
    PAYABLES, FINANCIAL LIABILITIES AND OTHER NON-FINANCIAL
    LIABILITIES    Trade and
    Other Payables, Financial Liabilities and Other Non-financial
    Liabilities
  
    (19)
    PROVISIONS    Provisions
  
  (19a)
    Pension Plans and
    Similar Obligations   F-53




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Liabilities
    Accrued for Pensions and Other Similar Obligations
  
  Defined Benefit
    Pension Plans and Similar Obligations
    Significant
    Components Related to Defined Benefit Pension Plans
  
          (401k-Plan
 F-54




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Change in
    the Present Value of the DBO and the Fair Value of the Plan
    Assets
  
 F-55




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##### Table of Contents



Actuarial
    Assumptions for Defined Benefit Liabilities
  
      Total
    Expense of Defined Benefit Plans
  
   F-56




---



##### Table of Contents



Actuarial
    Gains (Losses) on Defined Benefit Plans
  
    Actuarial
    Assumptions for Total Expense
  
  Pension Assets
     F-57




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##### Table of Contents



Plan
    Asset Allocation for Foreign Plans and Other Post-Employment
    Obligations
  
    Expected Future
    Contributions and Benefits
      Estimated
    Future Pension Benefit Payments
  
 F-58




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##### Table of Contents



Pension
    Obligation, Plan Assets, Funded Status and Experience
    Adjustments
  
  Defined Contribution
    Pensions Plans
    State Plans
    (19b)
    Other Provisions    
   F-59




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Provisions related to share-based compensation
  Other employee-related provisions
  Customer-related provisions
  Restructuring provisions
  Warranty provisions
  Litigation-related provisions
  Other provisions
  (20)
    DEFERRED INCOME   F-60




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##### Table of Contents



(21)
    TOTAL EQUITY  Issued Capital
    Number of Shares
  
    Authorized Shares
    
    Up to a total amount of 60 million through the
    issuance of new common shares in return for contributions in
    cash until May 11, 2010 (Authorized Capital I). The
    issuance is subject to the statutory subscription rights of
    existing shareholders.
    Up to a total amount of 180 million through the
    issuance of new common shares in return for contributions in
    cash until May 8, 2011 (Authorized Capital Ia). The
    issuance is subject to the statutory subscription rights of
    existing shareholders.
    Up to a total amount of 60 million through the
    issuance of new common shares in return for contributions in
    cash or in kind until May 11, 2010 (Authorized Capital II).
    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 180 million through the
    issuance of new common shares in return for contributions in
    cash or in kind until May 8, 2011 (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. F-61




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##### Table of Contents



Contingent Shares
    Share Premium
    Retained Earnings
    Treasury Shares
      Miscellaneous
      (22)
    ADDITIONAL CAPITAL
    DISCLOSURES   F-62




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##### Table of Contents



Capital
    Structure
  
          (23)
    OTHER FINANCIAL
    COMMITMENTS AND CONTINGENT LIABILITIES  Other Financial
    Commitments
  Operating
    Leases
   F-63




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Purchase
    Commitments
      Other
    Financial Commitments
  Other Financial Commitments millions


Operating Leases



Purchase CommitmentsDue 2010



221




192Due from 2011 to 2014



374




53Due thereafter



132




2       Contingent
    Liabilities
      (24)
    LITIGATION AND CLAIMS   F-64




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##### Table of Contents



Intellectual
    Property Litigation
  U.S.-based
    U.S.-based
  U.S.-based
  U.S.-based
 F-65




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##### Table of Contents



U.S.-based
  U.S.-based
  U.S.-based
  U.S.-based
  U.S.-based
  Other Litigation
    U.S.-based
 F-66




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U.S.-based
  (25)
    FINANCIAL RISK
    FACTORS    Foreign Currency
    Exchange Rate Risk
            Interest-Rate Risk
   F-67




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Equity-Price Risk
    available-for-sale.
    Credit Risk
    Liquidity Risk
   F-68




---



##### Table of Contents



Contractual
    Maturities of Financial Liabilities
  
     F-69




---



##### Table of Contents



(26)
    FINANCIAL RISK
    MANAGEMENT      Foreign Currency
    Exchange Rate Risk Management
    Currency Hedges
    without Designated Hedge Relationship
      Currency Hedges
    with Designated Hedge Relationship (Cash-Flow Hedges)
       F-70




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##### Table of Contents



Foreign Currency
    Exchange Rate Exposure
  value-at-risk value-at-risk value-at-risk
  
    Since the SAP Groups entities generally operate in their
    functional currencies, the majority of our non-derivative
    monetary financial instruments such as cash, 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
    non-existent. In exceptional cases and limited economic
    environments, operating transactions are denominated in
    currencies other than the functional currency, leading to a
    currency 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 on the non-derivative monetary financial
    instruments discussed above are always recognized in the
    relevant entitys 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 currency
    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 currency risks with an effect on profit or other
    components of equity.    
    Derivatives held within a designated cash-flow hedging
    relationship, and
    Foreign currency embedded derivatives.       F-71




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##### Table of Contents



Interest-Rate Risk
    Management
      Derivatives with
    Designated Hedge Relationship (Cash-Flow Hedges)
      Start Date

End Date

Nominal Volume

Reference RateApril 9, 2009

April 9, 2012

359.5 million

3-month-EURIBORApril 9, 2009

April 9, 2014

158 million

3-month-EURIBORJune 2, 2009

June 2, 2014

30 million

3-month-EURIBOR   Interest Rate Exposure
          
    Changes in interest rates only affect non-derivative fixed-rate
    financial instruments if they are recognized at fair value. As
    at December 31, 2009 we did not have non-derivative
    fixed-rate financial assets classified as
    available-for-sale
    or non-derivative fixed-rate financial liabilities designated as
    at fair value through profit or loss, an equity-related
    sensitivity calculation is not necessary. As our investment
    portfolio also contained fixed-rate financial assets from the
    euro zone during 2009, the data at year-end is not
    representative of the entire year of 2009. On average, our
    exposure to fair value F-72




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##### Table of Contents



risk in 2009 with regards to investing activities was based on
    investments of 77 million, with a range of exposure
    on investments from a high of 199 million to a low of
    0 million, which was also the
    year-end
    exposure.  
    Income or expenses for non-derivative financial instruments with
    variable interest are subject to interest rate risk if they are
    not hedged items in an effective hedging relationship. We
    therefore have no significant interest-rate risk arising from
    our financial liabilities and consider interest rate changes for
    our variable interest-rate investments 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
    in 2009 was based on investments of 847 million, with
    a range of exposure on investments from a high of
    1.0 billion to a low of 330 million, which
    was also the year-end exposure.
    Due to the aforementioned designation of interest rate
    derivatives to a cash flow-hedge relationship, the respective
    interest rate changes affect the respective amounts recorded 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 credit facility. 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 swaps in
    a hedge relationship. With respect to the borrowing and
    therefore hedged amounts, the data at year-end is not
    representative for the year as a whole, as significant debt
    amounts from a syndicated term loan raised in connection with
    the acquisition of Business Objects were paid back in 2009. On
    average, our exposure to interest rate risk in 2009 with regard
    to financing activities was based on borrowings of
    2.03 billion, with a range of exposure on borrowings
    from a high of 3.0 billion to a low of
    697 million, which was also the
    year-end
    exposure.    
    The gains/losses on
    available-for-sale
    financial assets positions in other components of equity.
    The financial income, net for our variable interest-rate
    investments.
    The effective portion of the interest rate cash-flow hedge in
    other components of equity.  available-for-sale
    Equity-Price Risk
    Management
       F-73




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##### Table of Contents



Credit Risk
    Management
        Liquidity Risk
    Management
       F-74




---



##### Table of Contents



(27)
    ADDITIONAL FAIR
    VALUE DISCLOSURES ON FINANCIAL INSTRUMENTS  Fair Value of
    Financial Instruments
  available-for-sale
 F-75




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##### Table of Contents



Fair
    Values of Financial Instruments
  
  Determination of
    Fair Values
    Financial
    Instruments Measured at Fair Value
     F-76




---



##### Table of Contents




    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 observable,
    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 are 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.
    Available-for-sale
    equity investments in private companies:  For
    these investments in equity instruments primarily consisting of
    venture capital investments fair values could not 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, for equity instruments in
    private companies, a Level 3 valuation technique is not
    applicable; 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
    investments cash position, financing needs, earnings and
    revenue outlook, operational performance, management and
    ownership changes, and competition. F-77




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##### Table of Contents



Classification
    of Financial Instruments
  
  Financial
    Instruments Measured at Cost / at Amortized
    Cost
    
    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 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.
    Bank liabilities:  As the majority of our bank
    liabilities are variable interest debts, their carrying values
    in general approximate their fair values.
    Accounts payable, and other non-derivative financial
    liabilities:  Because these financial liabilities
    are mainly short-term, their fair values approximate their
    carrying values.  Income and Expenses,
    Gains and Losses on Financial Instruments
    Net
    Gains/Losses on Financial Instruments
  
 F-78




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##### Table of Contents




    The financial income, net also contains a share of the result of
    associates while associates are not financial
    instruments and
    The net gains/losses on financial instruments containing
    income/expenses from the changes in the allowance for accounts
    receivables which are not included in financial income, net.  available-for-sale
  (28) SHARE-BASED
    PAYMENT PLANS
    a)
    Employee Discounted
    Stock Purchase Programs (EDSP)    b)
    Cash-Settled
    Share-Based Payment Plans      
 F-79




---



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F-80




---



##### Table of Contents



b.1) STAR Plans
    (STAR)
     F-81




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##### Table of Contents



Weighting
    Factor for Valuation Calculation of STAR Awards Quarter
    Ended
  
        b.2) STAR
    Performance Plan 2009 (STAR PP)
       F-82




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##### Table of Contents



b.3) Incentive Plan
    2010
      tm
  
  b.4) SAP Stock
    Option Plan 2007 (SOP)
           F-83




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##### Table of Contents



b.5)
    SOP Performance Plan 2009 (SOP PP)
          b.6) Business
    Objects Cash-Settled Awards Replacing Pre-Acquisition Business
    Objects Awards (BO Rights)
        
    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 SAPs
    share price as follows: SAPs offering price for Business
    Objects shares during the tender offer (42) is divided by
    SAP AGs 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.     F-84




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##### Table of Contents



c)
    Equity-Settled
    Share-Based Payment Plans    one-to-three
  c.1) Stock Option
    Plan 2002
       F-85




---



##### Table of Contents



Activities
    Under  SAP SOP 2002
  
     F-86




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##### Table of Contents



Stock
    Options Outstanding unter SAP SOP 2002 as at
    December 31, 2009, and 2008
  
    c.2) Long Term
    Incentive 2000 Plan (LTI 2000 Plan)
    tm
   F-87




---



##### Table of Contents



Activities
    under the LTI Plan 2000
  
   F-88




---



##### Table of Contents



LTI 2000
    Plan Awards Outstanding as at December 31, 2009
  
      (29)
    SEGMENT AND
    GEOGRAPHIC INFORMATION   F-89




---



##### Table of Contents



project-by-project
    
    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 segments revenue includes
    certain amounts classified as software revenue in our
    Consolidated Income Statements.
    The internal reporting to our CODM excludes share-based
    compensation expenses and  since 2009 
    restructuring costs on segment level. These expenses are 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:  
    Amortization expense/impairment charges of intangibles 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.  
    In 2009 we have modified the disclosure of the allocation of
    depreciation and amortization expense to our segments. For
    comparison purposes, the 2008 and 2007 figures in the tables
    presented have been adjusted accordingly. F-90




---



##### Table of Contents



Segment
    Revenue and Results
  
 F-91




---



##### Table of Contents



Reconciliation
    of Revenues and Segment Results
  
  Segment Revenues
      Segment Result
       F-92




---



##### Table of Contents



Segment
    Assets/Liabilities
    Geographic
    Information
    Total
    Revenue by Location
  
  1)
    
    Europe, Middle East, Africa  Software
    and Software-Related Service Revenue by Location
  
  1)
    
    Europe, Middle East, Africa F-93




---



##### Table of Contents



Software
    Revenue by Location
  
  1)
    
    Europe, Middle East, Africa  Property,
    Plant, and Equipment and Intangible Assets
  
  1)
    
    Europe, Middle East, Africa F-94




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##### Table of Contents



(30)
    BOARD OF DIRECTORS  Membership on supervisory boards and other comparablegoverning bodies of enterprises, other than subsidiaries
    ofEXECUTIVE BOARD

SAP on December 31, 2009Bill McDermott(from February 7, 2010)
    Co-Chief Executive Officer

Board of Directors, ANSYS, Inc., Canonsburg, PA, USA Board of
    Directors, Under Armour, Inc., Baltimore, MD, USA Board of
    Directors, PAETEC Communications, Inc.,
    Fairport, NY, USAJim Hagemann Snabe (from February 7, 2010)Co-Chief Executive Officer

Board of Directors, Linkage A/S, Copenhagen, Denmark Board of
    Directors, Mannaz A/S, Horsholm, Denmark (until September 23,
    2009) Board of Directors, Thrane & Thrane A/S, Lyngby,
    Denmark Supervisory Board, Crossgate AG, Munich, GermanyDr. Werner BrandtChief Financial Officer
    Labor Relations Director (acting)

Supervisory Board, Deutsche Lufthansa AG, Frankfurt am Main,
    Germany Supervisory Board, QIAGEN N.V., Venlo, the Netherlands
    Supervisory Board, Heidelberger Druckmaschinen AG, Heidelberg,
    GermanyGerhard OswaldChief Operating OfficerVishal Sikka (from February 7, 2010) 
    Chief Technology OfficerProf. Dr. Claus E. Heinrich (until May 31, 2009)Labor Relations Director (until December 31, 2008)
    Global Human Resources (until December 31, 2008)
    Internal SAP IT Organisation (until
    December 31, 2008)
    SAP Labs Network (until December 31, 2008)Prof. Dr. Henning Kagermann (until May 31, 2009)Co-Chief Executive Officer
    Overall responsibility for SAPs
    strategy and business development,
    Internal Audit, Top Talent Management

Supervisory Board, Deutsche Bank AG, Frankfurt am Main, Germany
    Supervisory Board, Münchener
    Rückversicherungs-Gesellschaft AG, Munich, Germany Board of
    Directors, Nokia Corporation, Espoo, Finland Supervisory Board,
    Deutsche Post AG, Bonn, Germany (from March 10, 2009) Board of
    Directors, Wipro Ltd., Bangalore, India (from October 27, 2009)Erwin Gunst (until January 31, 2010)Chief Operating Officer Labor Relations Director Company
    Operations and Processes, Global Human Resources, Internal SAP
    IT, SAP Labs NetworkLéo Apotheker (until February 7, 2010)Chief Executive Officer Overall responsibility for
    SAPs strategy, Marketing, Industry Solutions, Internal
    Audit, Global Communications

Supervisory Board, AXA, Paris, France Supervisory Board,
    Schneider Electric, Rueil-Malmaison, FranceJohn Schwarz (until February 11, 2010)SAP BusinessObjects business unit, Global
    Ecosystem & Partner Group, Corporate Development

Board of Directors, Synopsys, Inc., Mountain View, CA, USA  F-95




---



##### Table of Contents



Membership on other supervisory boards and comparableSUPERVISORY BOARD

governing bodies of enterprises other than SAP on
    December 31, 2009Prof. Dr. h.c. mult. Hasso Plattner
    (2),(4),(5),(7),(8),(9)ChairmanLars
    Lamadé(1),

    (4),(7)Deputy Chairman
    Project Manager Service & SupportPekka 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, USA
    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, Netherlands
    Board of Directors, Blyk.be SA, Hoeilaart, Belgium
    Board of Directors, Blyk International Ltd., London, UK
    (from December 10, 2009)Thomas Bamberger
    (1),(3)COO Global Service & SupportPanagiotis Bissiritsas
    (1),(2),(6)

    
    Support ExpertWilli Burbach
    (1),(5),(7)

    
    DeveloperProf. Dr. Wilhelm Haarmann
    (2),(6),(7)Attorney-at-law,
    certified public auditor, certified tax advisor HAARMANN
    Partnerschaftsgesellschaft, Rechtsanwälte, Steuerberater,
    Wirtschaftsprüfer, Frankfurt am Main, Germany

Supervisory Board, Aareon AG, Mainz, Germany (until July 1,
    2009) Supervisory Board, Vodafone Holding GmbH, Düsseldorf,
    GermanyPeter Koop
    (1),(5),(7)Industry Business Development ExpertChristiane Kuntz-Mayr
    (1),(5)Deputy Chairperson of the Works Council of SAP AGBernard 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 (from April 30,
    2009) Board of Directors, Quickbridge (UK) Ltd., London, UK
    Board of Directors, Scansafe, Inc., Delaware, USA (from July 6,
    2009 until December 4, 2009)Dr. Gerhard Maier
    (1),(2),(3)Development Project ManagerDr. h. c. Hartmut Mehdorn
    (4),(6)Independent Consultant

Supervisory Board, DB Netz AG, Frankfurt am Main, Germany (until
    April 30, 2009) Supervisory Board, DEVK Deutsche Eisenbahn
    Versicherung Lebensversicherungsverein a.G., and DEVK Deutsche
    Eisenbahn Versicherung Sach- und HUK-Versicherungsverein a.G.,
    Cologne, Germany (until June 5, 2009) Supervisory Board,
    Dresdner Bank AG, Frankfurt am Main, Germany (until May 11,
    2009) Board of Directors, Air Berlin PLC, Rickmansworth, UK
    (from July 1, 2009) Advisory Board, Fiege-Gruppe, Greven,
    Germany (from August 1, 2009) F-96




---



##### Table of Contents



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, USA
    Supervisory Board, ZF Friedrichshafen AG, Friedrichshafen,
    GermanyDr. 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, Career Concept AG, Munich, Germany (until
    June 9, 209) Supervisory Board, TUI Travel PLC, London, UK
    Supervisory Board, Fuchs Petrolub AG, Mannheim Board of
    Directors, Fidelity Advisor World Funds, Bermuda (from October
    1, 2009) Board of Directors, Fidelity Funds SICAV, Luxemburg
    (from October 1, 2009)Stefan
    Schulz(1),(4),(5),

    (6)Development Project ManagerProf. Dr.-Ing. Dr.-Ing. E. h. Klaus Wucherer (5)Managing Director of Dr. Klaus Wucherer Innovations-
    und Technologieberatung GmbH, Erlangen, Germany

Supervisory Board, BSH Bosch und Siemens Hausgeräte GmbH,
    Munich, Germany Supervisory Board, Dürr AG,
    Bietigheim-Bissingen, Germany (from November 3, 2009)
    Supervisory Board, Infineon Technologies AG, Munich, Germany
    Supervisory Board, LEONI AG, Nürnberg, GermanyInformation as at December 31, 2009(1) Elected by the employees

(6) Member of the Companys Finance and Investment Committee(2) Member of the Companys Compensation Committee

(7) Member of the Companys General Committee(3) Member of the Companys Audit Committee

(8) Member of the Companys Nomination Committee(4) Member of the Companys Mediation Committee

(9) Member of the Companys Special Committee(5) Member of the Companys Technology and StrategyCommittee     Executive
    Board Compensation
  
     F-97




---



##### Table of Contents



(31)
    RELATED PARTY
    TRANSACTIONS    out-of-pocket
      (32)
    PRINCIPAL ACCOUNTANT
    FEES AND SERVICES   F-98




---



##### Table of Contents



Fees for
    Audit and Other Professional Services
  
      (33) SUBSEQUENT
    EVENTS
    
    On February 7, 2010, we announced that the Supervisory
    Board had reached a mutual agreement with CEO Léo Apotheker
    not to extend his contract as a member of the Executive Board.
    Léo Apotheker resigned as CEO and from the Executive Board
    with immediate effect.
    On the same day, Bill McDermott (head of our global field
    organization) and Jim Hagemann Snabe (head of business solutions
    and technology) were appointed as Co-CEOs.
    At the same time, Vishal Sikka, our chief technology officer,
    was appointed to the Executive Board.
    Shortly thereafter, on February 11, 2010, SAP announced
    that Gerhard Oswald, Executive Board member responsible for our
    global service and support, had also been appointed chief
    operating officer, replacing Erwin Gunst, who stepped down for
    health reasons.
    At the same time, the Supervisory Board accepted the resignation
    of John Schwarz, the member of the Executive Board responsible
    for SAP BusinessObjects, our ecosystem, and corporate
    development, with immediate effect. F-99




---



##### Table of Contents



(34) SUBSIDIARIES,
    ASSOCIATES, AND OTHER EQUITY INVESTMENTS
  Profit/Loss(-)


Total Equity


Number ofTotal Revenue


After Tax for


as of


Employees asas of December 31, 2009

Ownership


in
    20091)


20091)


12/31/20091)


of
    12/31/20092)Name and Location of Company

%


(000)


(000)


(000)I. SubsidiariesGERMANYSAP Deutschland AG & Co. KG,
    Walldorf9)


100,0



2.438.214



553.229



1.185.136



4.628Steeb Anwendungssysteme GmbH,
    Abstatt8),9)


100,0



62.584



2.660



11.984



202SAP Puerto Rico GmbH,
    Walldorf7)


100,0



12.694



−1.612



822



31SAP Passau GmbH & Co. KG,
    Passau9)


100,0



2.679



93



93



0SAF Germany GmbH,
    Konstanz3)4)


70,9



1.003



80



−421



0SAP Beteiligungs GmbH, Walldorf


100,0



3



2



44



0SAP Dritte Beteiligungs- und Vermögensverwaltung GmbH,
    Walldorf4),5),9)


100,0



0



48.588



527.070



0SAP Projektverwaltungs- und Beteiligungs GmbH,
    Walldorf4),5),9)


100,0



0



19.775



329.179



0SAP Retail Solutions Beteiligungsgesellschaft mbH, Walldorf


100,0



0



559



12.915



0SAP Portals Europe GmbH,
    Walldorf4)


100,0



0



479



123.234



0SAP Foreign Holdings GmbH, Walldorf


100,0



0



156



183



0OutlookSoft Deutschland GmbH,
    Walldorf4)


100,0



0



38



−128



0Wicommunications GmbH,
    Munich4)


100,0



0



0



50



0SAP Investment- und Beteiligungs GmbH, Walldorf


100,0



0



0



33



0SAP Hosting Beteiligungs GmbH, St. Leon-Rot


100,0



0



0



26



0SAP Zweite Beteiligungs- und Vermögensverwaltung GmbH,
    Walldorf5),9)


100,0



0



0



25



0SAP Vierte Beteiligungs- und Vermögensverwaltung GmbH,
    Walldorf


100,0



0



0



25



0SAP Portals Holding Beteiligungs GmbH,
    Walldorf4)


100,0



0



−3.761



925.295



0SAP Erste Beteiligungs- und Vermögensverwaltung GmbH,
    Walldorf5),9)


100,0



0



−29.549



804.562



0REST OF EUROPE, MIDDLE EAST, AFRICABusiness Objects Software Limited, Dublin,
    Ireland4)


100,0



595.179



40.365



689.553



165SAP (UK) Limited, Feltham, United Kingdom


100,0



511.257



169.698



53.892



1.040SAP France Holding S.A., Paris, France


100,0



430.200



61.954



4.793.481



0SAP (Schweiz) AG, Biel, Switzerland


100,0



422.569



61.558



95.729



546S.A.P. Nederland B.V., s-Hertogenbosch, the Netherlands


100,0



314.003



45.440



285.142



407SAP Italia Sistemi Applicazioni Prodotti in Data Processing
    S.p.A., Milan,
    Italy4)


100,0



305.545



24.628



213.148



514SAP France S.A., Paris, France


100,0



248.598



123.188



1.709.117



1.482Spain4)


100,0



225.282



28.221



150.445



362Limited Liability Company SAP CIS, Moscow, Russia


100,0



197.626



19.773



109.594



467SAP Belgium  Systems Applications and Products NV/SA,
    Brussels,
    Belgium4)


100,0



172.912



13.235



85.300



254SAP Österreich GmbH, Vienna, Austria


100,0



171.946



20.087



25.046



369Systems Applications Products South Africa (Proprietary)
    Limited, Johannesburg, South
    Africa4)8)


89,5



147.018



15.804



23.781



318 F-100




---



##### Table of Contents



Profit/Loss(-)


Total Equity


Number ofTotal Revenue


After Tax for


as of


Employees asas of December 31, 2009

Ownership


in
    20091)


20091)


12/31/20091)


of
    12/31/20092)Name and Location of Company

%


(000)


(000)


(000)SAP Danmark A/S, Copenhagen, Denmark


100,0



136.501



18.036



42.051



159SAP Svenska Aktiebolag, Stockholm, Sweden


100,0



99.866



6.005



23.513



123SAP ČR, spol. s r.o., Prague, Czech Republic


100,0



93.644



12.784



35.192



221SAP Finland Oy, Espoo, Finland


100,0



91.828



11.689



54.110



104SAP Norge AS, Lysaker, Norway


100,0



59.398



3.071



27.278



93SAP Service and Support (Ireland) Limited, Dublin, Ireland


100,0



54.731



1.639



25.692



639SAP Polska Sp. z o.o., Warsaw, Poland


100,0



53.798



5.660



22.317



130SAP Middle East and North Africa L.L.C., Dubai, United Arab
    Emirates
    7)


49,0



52.596



−9.148



37.041



102SAP Portugal  Sistemas, Aplicações e
    Produtos Informáticos, Sociedade Unipessoal, Lda.,
    Paço de Arcos, Portugal


100,0



50.632



3.883



22.436



95Business Objects (UK) Limited, London, United
    Kingdom4)


100,0



50.330



31.455



30.600



0SAP Portals Israel Ltd., Raanana,
    Israel4)


100,0



47.084



12.529



60.994



288SAP Hungary Rendszerek, Alkalmazások és Termékek
    az Adatfeldolgozásban Informatikai Kft., Budapest, Hungary


100,0



45.634



3.374



17.785



361SAP Labs Israel Ltd., Raanana, Israel


100,0



42.109



2.129



9.015



350SAP Türkiye Yazilim Üretim ve Ticaret A.S., Istanbul,
    Turkey


100,0



36.044



2.225



13.711



54SAP Slovensko s.r.o., Bratislava, Slovakia


100,0



35.524



2.289



16.865



133SAP HELLAS SYSTEMS APPLICATIONS AND DATA PROCESSING S.A, Athens,
    Greece


100,0



32.566



2.159



5.522



56SAP LABS France S.A.S., Mougins, France


100,0



25.269



1.597



10.911



181Systems Applications Products Africa Region (Proprietary)
    Limited, Johannesburg, South Africa
    4)8)


100,0



19.276



−187



11.740



11SAP Labs Bulgaria EOOD, Sofia, Bulgaria


100,0



17.804



811



3.568



432SAP Business Services Center Europe, s.r.o., Prague, Czech
    Republic


100,0



17.043



1.165



5.547



289SAP Saudi Arabia Software Trading Limited, Riyadh, Kingdom of
    Saudi Arabia


51,0



15.621



810



8.541



11SAF Simulation, Analysis and Forecasting AG, Tägerwilen,
    Switzerland3)


70,9



15.342



526



30.070



68SAP Romania SRL, Bucharest, Romania


100,0



15.022



1.943



2.501



77SAP Saudi Arabia Software Services Limited, Riyadh, Kingdom of
    Saudi Arabia


100,0



12.662



966



25.531



7SAP Israel Ltd., Raanana, Israel


100,0



12.489



−778



−3.188



71SAP sistemi, aplikacije in produkti za obdelavo podatkov d.o.o.,
    Ljubljana, Slovenia


100,0



11.667



1.054



5.238



19Limited Liability Company SAP Ukraine, Kiev, Ukraine


100,0



8.851



−2.369



−1.080



111Highdeal S.A., Caen,
    France3)


100,0



8.784



−1.367



24.416



66SAP EMEA Inside Sales S.L., Barcelona, Spain


100,0



8.582



442



1.201



70SAP d.o.o., Zagreb, Croatia


100,0



8.438



−822



607



18SAP Labs Finland Oy, Espoo,
    Finland4)8)


100,0



7.379



860



45.320



48 F-101




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##### Table of Contents



Profit/Loss(-)


Total Equity


Number ofTotal Revenue


After Tax for


as of


Employees asas of December 31, 2009

Ownership


in
    20091)


20091)


12/31/20091)


of
    12/31/20092)Name and Location of Company

%


(000)


(000)


(000)Merlin Systems Oy, Espoo,
    Finland4)


100,0



7.246



161



1.401



22Limited Liability Company SAP Kazakhstan, Almaty, Kazakhstan


100,0



7.152



271



1.102



9Systems Applications Products Nigeria Limited, Abuja,
    Nigeria4)


100,0



6.171



984



822



10SAP West Balkans d.o.o., Belgrade, Serbia


100,0



6.071



38



989



30SAP Ireland Limited, Dublin, Ireland


100,0



5.719



−262



−1.958



8SAP CYPRUS Ltd, Nicosia,
    Cyprus4)


100,0



2.893



−14



−1.821



2SAP BULGARIA EOOD, Sofia,
    Bulgaria4)


100,0



2.798



369



980



12Crystal Decisions France S.A.S., Levallois-Perret,
    France4)


100,0



2.575



−56



7.324



0SAP UAB (Lithuania), Vilnius, Lithuania


100,0



1.701



−378



219



4SAF Simulation, Analysis and Forecasting Slovakia s.r.o.,
    Bratislava,
    Slovakia3),4)


70,9



1.199



223



730



20SAP Estonia OÜ, Tallinn, Estonia


100,0



1.140



−6



−1



1SAP Latvia SIA, Riga, Latvia


100,0



838



−363



−646



1SAP Public Serv. Hungary, Budapest,
    Hungary3)


100,0



101



22



133



5Systems Applications Products (Africa) (Proprietary) Limited,
    Johannesburg, South Africa


100,0



0



3.592



83.945



0Armstrong Laing Limited, London, United
    Kingdom4)


100,0



0



2.128



2.885



0Crystal Decisions UK Limited, London, United
    Kingdom4)


100,0



0



1.608



671



0Crystal Decisions Holding Limited, Dublin,
    Ireland4)


100,0



0



276



77.495



0TomorrowNow (UK) Limited, Feltham, United
    Kingdom4)


100,0



0



261



−392



0Business Objects Holding B.V., s-Hertogenbosch, the
    Netherlands4)


100,0



0



254



35.973



0Crystal Decisions (Ireland) Limited, Dublin,
    Ireland4)


100,0



0



250



44.408



0OutlookSoft EURL, Paris,
    France4)


100,0



0



103



−1.337



0Set Analyzer UK Limited, London, United
    Kingdom4)


100,0



0



78



978



0Blue-Edge Software Limited, London, United
    Kingdom4)


100,0



0



77



0



0Edgewing Limited, London, United
    Kingdom4)


100,0



0



9



−378



0SAP Nederland Holding B.V., s-Hertogenbosch, The
    Netherlands3)


100,0



0



5



517.988



0Maxware AS , Trondheim,
    Norway4)


100,0



0



0



7.638



0Wicom Communications AB, Enebyberg,
    Sweden4)


100,0



0



0



9



0Armstrong Laing (North America) Limited, London, United
    Kingdom4)


100,0



0



−1



1



0Cartesis UK Limited, London, United
    Kingdom4)


100,0



0



−3



1.081



0Visiprise UK Limited, Aberdeenshire, United
    Kingdom4)


100,0



0



−8



0



0SAP Commercial Services Ltd., Valetta, Malta


100,0



0



−14



−5



0SAP Malta Investments Ltd., Valetta, Malta


100,0



0



−14



−5



0Inxight Software UK Limited, London, United
    Kingdom4)


100,0



0



−22



138



0Ambin Properties (Proprietary) Limited, Johannesburg, South
    Africa4)


100,0



0



−50



−412



0 F-102




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##### Table of Contents



Profit/Loss(-)


Total Equity


Number ofTotal Revenue


After Tax for


as of


Employees asas of December 31, 2009

Ownership


in
    20091)


20091)


12/31/20091)


of
    12/31/20092)Name and Location of Company

%


(000)


(000)


(000)Maxware UK Limited, Feltham, United
    Kingdom4)


100,0



0



−85



22



0TomorrowNow Nederland B.V., Amsterdam, the Netherlands


100,0



0



−434



−2.901



2OutlookSoft Italia S.r.l., Milan,
    Italy4)


100,0



−4



−14



621



0Millsgate Holding B.V., Amsterdam, the
    Netherlands4)


100,0















AMERICASSAP America, Inc., Newtown Square, Pennsylvania, USA


100,0



2.757.437



253.588



−169.097



5.097SAP Canada Inc., Toronto, Canada


100,0



484.649



32.494



339.651



1.966SAP LABS, LLC, Palo Alto, California,
    USA4)


100,0



356.171



12.799



88.112



1.742SAP Brasil Ltda, São Paulo, Brazil


100,0



272.156



16.507



90.085



816SAP Public Services , Inc., Washington , D.C.,
    USA4)


100,0



269.441



26.918



215.015



218SAP Global Marketing , Inc., New York, USA


100,0



180.515



3.320



15.713



429SAP México S.A. de C .V., Mexico City, Mexico


100,0



170.809



−11.786



28.385



353SAP Industries, Inc., Scottsdale, Arizona,
    USA4),7)


100,0



130.072



11.398



330.651



251SAP ARGENTINA S.A., Buenos Aires, Argentina


100,0



88.080



2.450



15.172



432SAP Governance Risk & Compliance, Inc., Palo Alto,
    California,
    USA4)


100,0



54.750



17.192



351.595



95Visiprise, LLC, Alpharetta, Georgia,
    USA4)


100,0



44.633



9.496



94.055



151SAP International, Inc., Miami, Florida,
    USA4)


100,0



43.687



1.782



10.267



42SAP Colombia S.A.S., Bogota,
    Colombia3)


100,0



40.841



4.408



−14.840



148SAP Andina y del Caribe C.A., Caracas,
    Venezuela7)


100,0



40.300



−43.232



−18.014



84Business Objects Data Integration, Inc., Wilmington, Delaware,
    USA4)


100,0



34.037



12.519



77.582



0OutlookSoft Corporation, Stamford, Connecticut,
    USA4)


100,0



33.097



8.396



262.273



0SAP PERU S.A.C., Inc., Lima,
    Peru3)


100,0



16.798



−655



−2.930



43SAP Government Support & Services, Inc., Newtown
    Square, Pennsylvania,
    USA4)


100,0



12.862



2.512



2.247



31Frictionless Commerce, Inc., Newtown Square, Pennsylvania,
    USA4)


100,0



4.176



1.135



33.675



0SAF Simulation, Analysis and Forecasting U.S.A., Inc.,
    Grapevine, Texas,
    USA3),4)


70,9



3.804



76



116



13Highdeal, Inc., New York,
    USA3),4)


100,0



2.188



433



−211



14Clear Standards, Inc., Sterling, Virginia,
    USA3),4)


100,0



51



−1.317



16.018



15HMS Software, LLC, Alpharetta, Georgia,
    USA4)


100,0



541



−275



42.330



0Maxware, Inc., Newtown Square, Pennsylvania,
    USA4)


100,0



229



145



−72



0SAP Georgia, LLC, Newtown Square, Pennsylvania,
    USA4)


100,0



91



−107



8.927



0SAP Financial Inc., Toronto,
    Canada4)


100,0



0



22.989



6.522



0SAP Investments, Inc., Wilmington, Delaware,
    USA4)


100,0



0



6.890



561.101



0110405, Inc., Newtown Square, Pennsylvania, USA


100,0



0



5



14.503



0Cartesis Canada, Inc., Toronto, Canada


100,0



0



2



0



0Business Objects Argentina S.R.L., Buenos Aires,
    Argentina4)


100,0



0



0



81



0Advance Info Systems, Inc., Toronto,
    Canada4)


100,0



0



0



0



0 F-103




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##### Table of Contents



Profit/Loss(-)


Total Equity


Number ofTotal Revenue


After Tax for


as of


Employees asas of December 31, 2009

Ownership


in
    20091)


20091)


12/31/20091)


of
    12/31/20092)Name and Location of Company

%


(000)


(000)


(000)Business Objects Option, LLC, Wilmington, Delaware,
    USA4)


100,0



0



−20



57.006



0Enterprise Performance Improvement Organizational Software
    Consultants, Inc., Toronto,
    Canada4)


100,0



0



−36



33



0INEA Corporation USA, Wilmington, Delaware,
    USA4)


100,0



0



−415



−5.519



0TomorrowNow, Inc., Bryan, Texas,
    USA4)


100,0



0



−20.022



−18.899



4Inxight Federal Systems Group, Inc., Wilmington, Delaware,
    USA4)


100,0



−44



−285



91



0Khimetrics Canada, Inc., Montreal,
    Canada4)


100,0















Liberia LLC, Wilmington, Delaware,
    USA3),4)


100,0















ASIA PACIFIC JAPANSAP JAPAN Co., Ltd., Tokyo, Japan


100,0



494.540



29.251



326.856



1.140SAP Australia Pty Limited, Sydney, Australia


100,0



341.950



34.758



136.889



524SAP (Beijing) Software System Co., Ltd., Beijing, China


100,0



195.273



8.563



59.953



1.889SAP INDIA PRIVATE LIMITED, Bangalore,
    India4)


100,0



180.514



14.212



129.002



1.163SAP Asia Pte Limited, Singapore


100,0



170.001



10.242



14.136



607SAP Labs India Private Limited, Bangalore, India


100,0



111.079



−6.668



17.358



4.082SAP Korea Limited, Seoul, South Korea


100,0



74.395



4.422



17.283



181SAP Malaysia Sdn. Bhd., Kuala Lumpur, Malaysia


100,0



44.485



3.829



14.766



129SAP TAIWAN CO., LTD., Taipei , Taiwan


100,0



32.696



2.104



12.280



67SAP HONG KONG CO. LIMITED, Hong Kong, China


100,0



25.148



−277



4.494



62SAP New Zealand Limited, Auckland, New Zealand


100,0



23.085



1.894



19.667



36Business Objects Software (Shanghai) Co., Ltd., Shanghai, China


100,0



16.019



4.071



3.396



197SAP SYSTEMS, APPLICATIONS AND PRODUCTS IN DATA PROCESSING
    (THAILAND) LTD., Bangkok,
    Thailand10)


49,0



15.872



−215



24.415



39PT SAP Indonesia, Jakarta, Indonesia


100,0



14.812



4.473



16.881



45SAP PHILIPPINES, INC., Makati, Philippines


100,0



13.543



1.584



5.630



33Business Objects Australia Pty Limited, Sydney,
    Australia4)


100,0



5.365



−927



13.080



0SAP R&D Center Korea, Inc., Seoul, South
    Korea4)


100,0



4.697



192



13.710



55TomorrowNow Australia Pty Limited, Sydney,
    Australia4)


100,0



0



280



311



0Business Objects Asia Pacific Pte Limited,
    Singapore4)


100,0



0



91



33.584



0Business Objects Greater China Limited, Hong Kong, China


100,0



0



75



368



0SAP INDIA (HOLDING) PTE LTD, Singapore


100,0



0



3



259



0Crystal Decisions (Hong Kong) Limited, Hong Kong,
    China4)


100,0



0



0



68



0Edgewing Australia Pty Limited, Sydney,
    Australia4)


100,0



0



−15



0



0Business Objects Malaysia Sdn. Bhd., Kuala Lumpur,
    Malaysia4)


100,0



0



−16



217



0TomorrowNow Singapore Pte Limited,
    Singapore4)


100,0



0



−107



79



0 F-104




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##### Table of Contents



Profit/Loss(-)


Total Equity


Number ofTotal Revenue


After Tax for


as of


Employees asas of December 31, 2009

Ownership


in
    20091)


20091)


12/31/20091)


of
    12/31/20092)Name and Location of Company

%


(000)


(000)


(000)II. INVESTMENTS IN ASSOCIATESRIB Software AG, Stuttgart, Germany


7,15



29.900



5.900



42.300



220ArisGlobal Holdings, LLC, Stamford, Connecticut,
    USA4)


16,00



28.193



2.190



4.373



659Procurement Negócios Eletrônicos S/A, Rio de Janeiro,
    Brazil4)


17,00



9.693



550



13.101



0Original1 GmbH in Gründung, Frankfurt am Main, Germany


40,00



0



0



25



0Greater Pacific Capital (Cayman), L.P., Grand Cayman, Cayman
    Islands


5,35



−



−



−



0     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, 2009,
    including managing directors, in FTE.3)
    
    Consolidated for the first time in
    2009.4)
    
    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
    2009.8)
    
    Entity w ith profit and loss
    transfer agreement: Statement before the posting of prof it/loss
    transfer for previous year.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. F-105




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##### Table of Contents



as of December 31, 2009Name and Location of CompanyIII. OTHER EQUITY INVESTMENTS (ownership 5 or more
    percent)ABACO Mobile, Inc., Atlanta, Georgia, USAApriso Corporation, Long Beach, California, USAConnectiva Systems, Inc., New York, USACrossgate AG, Munich, GermanyDacos Software GmbH, Saarbrücken, GermanyDeutsches Forschungszentrum für Künstliche Intelligenz
    GmbH, Kaiserslautern, GermanyIgnite Technologies, Inc., Frisco, Texas, USAInnovationLab GmbH, Heidelberg, GermanyiTAC Software AG, Dernbach, GermanyiYogi Holdings Pvt. Ltd., Port Louis, MauritiusMVP Strategic Partnership Fund GmbH & Co. KG,
    Grünwald, GermanyOnventis GmbH, Stuttgart, GermanyOrbian Corporation Limited, Hamilton, Bermuda, United KingdomParticle Computer GmbH i.L., Karlsruhe, GermanyPost for Systems, Cairo, EgyptPowersim Corporation, Herndon, Virginia, USAQCLS Corporation, San Jose, California, USAQumu, Inc., San Bruno, California, USARealize Corporation, Tokyo, JapanRetail Solutions, Inc. (legal name: T3C, Inc.), Sunnyvale,
    California, USAReturn Path, Inc., New York, USASmart City Planning, Inc., Tokyo, JapanSupplyOn AG, Hallbergmoos, GermanyVenture-Capital Beteiligung GbR mbH (in Liquidation), Stuttgart,
    GermanyZend Technologies Ltd., Ramat Gan, Israel  F-106




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##### Table of Contents



Financial Statement
    Schedule I  Reconciliations from U.S. GAAP to
    IFRS for the Years Ended December 31, 2007 and
    2006



Reconciliation from
    U.S. GAAP to IFRS



The Consolidated Financial Statements of SAP AG and its
    subsidiaries have been prepared in accordance with International
    Financial Reporting Standards (IFRS). Starting with the year
    ending December 31, 2007 we have prepared Consolidated
    Financial Statements based on IFRS as required by German and
    European law. The transition date to IFRS was January 1,
    2006.



Up to and including fiscal year 2008, we prepared and published
    two sets of Consolidated Financial Statements, one based on IFRS
    and one based on U.S. GAAP. In prior years, through the
    year 2008, our Annual Report on
    Form 20-F
    included U.S. GAAP Consolidated Financial Statements.
    Beginning with our Consolidated Financial Statements as of and
    for the year ended December 31, 2009, we fully migrated to
    IFRS and discontinued preparation of U.S. GAAP financial
    information as of the end of 2009 for our Annual Report on
    Form 20-F.



We provide the following disclosures of our transition from
    U.S. GAAP to IFRS:



Basis of Transition
    to IFRS



Our effective date of transition to IFRS is January 1,
    2006. As required by IFRS 1, we have applied all IFRS standards
    and interpretations that were effective as of December 31,
    2007, our reporting date for the first IFRS Consolidated
    Financial Statements for the year ending December 31, 2007,
    consistently and retrospectively through the transition date,
    January 1, 2006. The resulting differences between the IFRS
    carrying amounts and the carrying amounts of the assets and
    liabilities in the Consolidated Balance Sheet under
    U.S. GAAP as at January 1, 2006, were recognized
    directly in equity at the date of transition to IFRS. However,
    IFRS 1 provides exemptions and exceptions, of which we applied
    the following:



Business Combination
    Exemption



We have applied the business combination exemption in IFRS 1 and
    therefore have not restated business combinations that took
    place prior to January 1, 2006 compared to U.S.GAAP, our
    previous GAAP. The goodwill arising from these prior
    acquisitions did not contain additional identifiable intangible
    assets that should have been separated under IFRS. We have
    adjusted goodwill from past business combinations for contingent
    considerations for which payment was estimated to be probable.



Employee Benefits
    Exemption



We have elected to recognize all actuarial gains and losses and
    vested past service cost as at January 1, 2006 in equity.
    All actuarial gains and losses not previously recognized through
    application of the corridor approach under U.S. GAAP have
    been recognized in equity at the date of transition.



Any actuarial gains and losses generated after January 1,
    2006, have been recognized directly in retained earnings for all
    of our defined benefit plans as allowed under IAS 19.93A.



Cumulative Currency
    Translation Differences Exemption



We have elected to set the previously accumulated cumulative
    translation adjustment to zero as at January 1, 2006. This
    exemption has been applied to all subsidiaries in accordance
    with IFRS 1. The cumulative currency translation losses
    resulting from the translation of the financial statements of
    subsidiaries and associated companies were recognized in
    retained earnings.


S-1




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##### Table of Contents



Reconciliation from
    U.S. GAAP to IFRS and Related Explanations
    Reconciliation of
    equity from U.S. GAAP to IFRS
  
  Reconciliation of
    net income
  
 S-2




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##### Table of Contents



(a)
    Pensions and Similar
    Obligations    1.
    As allowed under IFR 1, we elected to recognize all cumulative
    actuarial gains and losses at January 1, 2006 (SAPs
    transition date to IFRS) with a corresponding offset in retained
    earnings. The full recognition of the defined benefit obligation
    in the opening balance sheet led to a lower amount in retained
    earnings under IFRS. We also recognized actuarial gains and
    losses after the initial adoption of IFRS in retained earnings.
    In contrast, the derecognition of the additional minimum
    liability provided for in accordance with Topic 715, resulted in
    a lower amount in retained earnings under U.S. GAAP.2.
    Under U.S. GAAP, the cumulative actuarial gains and losses
    are presented as a component of other comprehensive income.
    Under IFRS, these are presented within retained earnings, thus
    resulting in a reclassification adjustment.  (b)
    Termination Benefits      (c)
    Litigation Risks    (d)
    Customer-Related
    Obligations     S-3




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##### Table of Contents



(e)
    Share-Based
    Compensation Programs        (f)
    Exchange Differences    (g)
    Change in
    Presentation of Minority Interest and Adjustments    (h)
    Other Reconciling
    Items       S-4




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##### Table of Contents



(i)
    Deferred Taxes    (j)
    IFRIC 13 adjustment   S-5