##### Table of Contents





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,
    2010ORo

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 Boufford
 c/o SAP
    Labs
 3410 Hillview Avenue, Palo Alto,
    CA, 94304, United States of America
 650-849-4000
    (Tel)
 650-849-2650
    (Fax)
 (Name, Telephone, Email and/or
    Facsimile number and Address of Company Contact
    Person)
  Securities registered or to be
    registered pursuant to Section 12(b) of the Act:
 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,
    2010)**

1,226,822,697  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
    filer o
    Smaller Reporting
    company o (Do not check if a smaller
    reporting company)
 Indicate
    by check mark which basis of accounting the registrant has used
    to prepare the financial statements included in this filing:
 U.S.
    GAAP o     International
    Financial Reporting Standards as issued by the International
    Accounting Standards
    Board þ     Other o
 If
    Other has been checked in response to the previous
    question, indicate by check mark which financial statement item
    the registrant has elected to follow.
 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 39,166,641
    treasury shares.




---



##### Table of Contents





Table
    of Contents
   
 Introduction


1Forward-Looking Statements


2Financial Measures Cited in This Report


4Reporting Standards


4Managing for Value


4Measures 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


14Dividends


14Risk Factors


15ITEM 4. INFORMATION ABOUT SAP


28The SAP Group of Companies


29Business Activity and Organizational Structure


29Mission and Strategy


30Portfolio of Software and Services


33Software Portfolio


34SAP Services Portfolio


43Partner Ecosystem


46Partnerships Foster Innovation


46Communities of Innovation


47User Groups


48Research and Development


48A Global Research and Development Presence


48Committing Resources to Research and
    Development


49About SAP Research


50New SAP Offerings


51New Sybase Offerings


54Patents


55Acquisitions


55Venture Activities


55Sustainability


56Seasonality


58Sales, Marketing and Distribution


59Intellectual Property, Proprietary Rights and
    Licenses


59Organizational Structure


60Description of Property


61Capital Expenditures


61 i




---



##### Table of Contents



ITEM 4A. UNRESOLVED STAFF COMMENTS


62ITEM 5. OPERATING AND FINANCIAL REVIEW AND
    PROSPECTS


62Overview


62Economic Conditions


63Global Economic Trends


63The IT Market


64Outlook for 2010


64Performance Against Outlook for 2010
    (Non-IFRS)


64Operating Results (IFRS)


66Our 2010 Results Compared to our 2009 Results
    (IFRS)


66Our 2009 Results Compared to our 2008 Results
    (IFRS)


75Foreign Currency Exchange Rate Exposure


81Outlook


82Future Trends in the Global Economy


82IT Market: The Outlook for 2011


83Forecast for SAP


83Liquidity and Capital Resources


86Off-Balance Sheet Arrangements


90Contractual Obligations


91Research and Development


91Critical Accounting Estimates


92New Accounting Standards Not Yet Adopted


92ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND
    EMPLOYEES


93Supervisory Board


93Executive Board


94Compensation Report


96Compensation for Executive Board Members


96End-of-Service
    Benefits


100Shareholdings and Transactions of Executive Board
    Members


111Executive Board: Other Information


112Compensation for Supervisory Board Members


112Long-Term Incentives for the Supervisory Board


113Supervisory Board: Other Information


114Employees


115Share Ownership


116Share-Based Compensation Plans


116ITEM 7. MAJOR SHAREHOLDERS AND RELATED-PARTY
    TRANSACTIONS


116Major Shareholders


116Related-Party Transactions


118ITEM 8. FINANCIAL INFORMATION


118Consolidated Financial Statements and Financial
    Statement Schedule


118Other Financial Information


118 ii




---



##### Table of Contents



ITEM 9. THE OFFER AND LISTING


119General


119Trading on the Frankfurt Stock Exchange and the
    NYSE


120ITEM 10. ADDITIONAL INFORMATION


121Articles of Incorporation


121Corporate Governance


121Change in Control


126Change in Share Capital


127Rights Accompanying our Shares


127Taxation


129Material Contracts


134Documents on Display


136ITEM 11. QUANTITATIVE AND QUALITATIVE
    DISCLOSURES ABOUT MARKET RISK


136ITEM 12. DESCRIPTION OF SECURITIES OTHER
    THAN EQUITY SECURITIES


136American Depositary Shares


136PART II


137ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND
    DELINQUENCIES


137ITEM 14. MATERIAL MODIFICATIONS TO THE
    RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS


137ITEM 15. CONTROLS AND PROCEDURES


137Evaluation of Disclosure Controls and
    Procedures


137Managements Annual Report on Internal
    Control over Financial Reporting


138Changes in Internal Control over Financial
    Reporting


138ITEM 16. [RESERVED]


138ITEM 16A. AUDIT COMMITTEE FINANCIAL
    EXPERT


138ITEM 16B. CODE OF ETHICS


139ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND
    SERVICES


139Audit Fees, Audit-Related Fees, Tax Fees and All
    Other Fees


139Audit Committees Pre-Approval Policies and
    Procedures


139ITEM 16D. EXEMPTIONS FROM THE LISTING
    STANDARDS FOR AUDIT COMMITTEES


140ITEM 16E. PURCHASES OF EQUITY SECURITIES BY
    THE ISSUER AND AFFILIATED PURCHASERS


140ITEM 16F. CHANGES IN REGISTRANTS
    CERTIFYING ACCOUNTANT


141ITEM 16G. DIFFERENCES IN CORPORATE
    GOVERNANCE PRACTICES


141PART III


146ITEM 17. FINANCIAL STATEMENTS


146ITEM 18. FINANCIAL STATEMENTS


146ITEM 19. EXHIBITS


146Signatures


148SAP AG and Subsidiaries


F-1Report of Independent Registered Public
    Accounting Firm


F-2EX-1EX-12.1EX-12.2EX-12.3EX-13.1EX-13.2EX-13.3EX-15   iii




---



##### Table of Contents



INTRODUCTION  
   
   1




---



##### Table of Contents



FORWARD-LOOKING
    STATEMENTS  
    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.
    Claims and lawsuits against us may have adverse outcomes.
    The uncertainty in the global economy and in political
    conditions has negatively impacted our business, financial
    position, profit, and cash flows, and may continue to do so in
    the future.
    If our established customers do not buy additional software
    products, renew maintenance agreements, or purchase additional
    professional services, our business, financial position, profit,
    or cash flows could be negatively impacted.
    Undetected security flaws in our software may be exploited by
    other persons, damaging SAP or our customers.
    We might not acquire and integrate companies effectively or
    successfully and our strategic alliances might not be successful.
   
    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.
    Our IT security measures may be breached or compromised, and we
    may sustain unplanned IT system unavailability.
    We may be subject to attacks that degrade or deny our
    users access to our products and services or result in
    theft or misuse of intellectual property and confidential data.
    We may not be able to obtain adequate title to or licenses in,
    or to enforce, intellectual property.
    We use technologies under license from third parties. The loss
    of the right to use technologies could delay implementation of
    our products or force us to pay higher license fees.
    Our revenue mix may vary and may negatively impact our profit
    margins.
    An economic downturn may impact our liquidity and increase the
    default risk associated with and the valuation of our financial
    assets and trade receivables.
    Our international business activities subject us to different
    regulatory requirements in different countries and to economic
    and other risks that could harm our business, financial
    position, profit, or cash flows.
    If we do not effectively manage our geographically dispersed
    workforce, our business may not operate efficiently, and this
    could have a negative impact on our profit.
    If we are unable to attract and retain management and employees
    with specialized knowledge and technology skills, we may not be
    able to manage
   2




---



##### Table of Contents



our operations effectively or develop successful new products
    and services.
    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.
    Corporate governance laws and regulatory requirements in
    Germany, the United States, and elsewhere have become much more
    onerous.
    Managements use of estimates may affect our profit 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 results we
    present.
    We may not be able to protect our critical information or assets
    or safeguard our business operations against disruption.
  Form 20-F
   3




---



##### Table of Contents



FINANCIAL
    MEASURES CITED IN THIS REPORT
  Reporting
    Standards  Form 20-F
 Managing
    for Value
   Performance
    Measures We Use to Manage Operating Items
    
    Non-IFRS SSRS revenue: Our software and software-related service
    revenue (SSRS) includes software and support revenue plus
    subscription and other software-related service revenue. The
    principal source of software revenue is the fees customers pay
    for software licenses. Software revenue is our key revenue
    driver because it tends to affect our other revenue streams.
    Generally, customers that buy software licenses also enter into
    maintenance contracts, and these generate recurring
    software-related service revenue in the form of support revenue
    after the software sale. Maintenance contracts cover support
    services and software updates and enhancements. We also generate
    software-related service revenue when we provide software on
    subscription or with obligatory hosting terms. Software revenue
    also tends to stimulate service revenue from consulting and
    training sales.
    Non-IFRS operating margin: In 2010, we used non-IFRS operating
    margin and constant currency non-IFRS operating margin to
    measure our overall operational process efficiency and overall
    business performance. Non-IFRS operating margin is the ratio of
    our non-IFRS operating profit to total non-IFRS revenue,
    expressed as a percentage. See below for a discussion of the
    IFRS and non-IFRS measures we use.
    Cash conversion rate: Our cash conversion rate is defined as the
    ratio of our non-IFRS net cash flows from operating activities
    to non-IFRS profit after tax. Our cash conversion rate measures
   4




---



##### Table of Contents



the proportion of our non-IFRS profit after tax that is
    converted to cash flow.  Performance
    Measures We Use to Manage Non-Operating Items
    
    Finance income, net: This measure provides insight especially
    into the return on liquid assets and capital investments and the
    cost of borrowed funds. To manage our financial income, net, we
    focus on cash flow, the composition of our liquid asset and
    capital investment portfolio, and the average rate of interest
    at which assets are invested. We also monitor average
    outstanding borrowings and the associated finance costs.
    DSO and DPO: We manage working capital by controlling the
    days sales outstanding for receivables, or DSO (defined as
    average number of days from the raised invoice to cash receipt
    from the customer), and the days payables outstanding for
    liabilities, or DPO (defined as average number of days from the
    received invoice to cash payment to the vendor).
    Effective tax rate: We define our effective tax rate as the
    ratio of income tax expense to profit before tax, expressed as a
    percentage.  Performance
    Measures We Use to Manage Operating and Non-Operating
    Items
  Measures
    Used in This Report      
    A reconciliation of IFRS measures to the respective and most
    comparable non-IFRS measures.
   5




---



##### Table of Contents




    An explanation of the non-IFRS measures we disclose in this
    report, the reasons why management believes these measures are
    useful to investors and the limitations of these measures.
   
    An explanation of changes we made with effect from
    January 1, 2011, to the definitions we use for non-IFRS
    profit and margin measures.
   Reconciliations
    of IFRS to Non-IFRS Numbers for 2010 and 2009
     millions, unless otherwise stated

for the years ended December 31,2010


2009Non-IFRSCurrency


ConstantIFRS


Adjustment


Non-IFRS


Impact


Currency


IFRS


Adjustment


Non-IFRSRevenue numbersSoftware revenue


3,265



0



3,265



−244



3,021



2,607



0



2,607Support revenue


6,133



74



6,207



−313



5,894



5,285



11



5,296Subscription and other software-related service revenue


396



0



396



−13



383



306



0



306Software and software-related service revenue


9,794



74



9,868



−570



9,298



8,198



11



8,209- thereof SAP excluding Sybase


9,539



0



9,539



−545



8,994



8,198



11



8,209Consulting revenue


2,197



0



2,197



−118



2,079



2,074



0



2,074Other service revenue


473



0



473



−22



451



400



0



400Professional services and other service revenue


2,670



0



2,670



−140



2,530



2,474



0



2,474Total revenue


12,464



74



12,538



−709



11,829



10,672



11



10,683Total operating expense numbersCost of software and software-related services


−1,823



198



−1,625











−1,658



184



−1,474Cost of professional services and other services


−2,071



9



−2,062











−1,851



4



−1,847Research and development


−1,729



5



−1,725











−1,591



4



−1,587Sales and marketing


−2,645



80



−2,565











−2,199



73



−2,126General and administration


−636



16



−620











−564



3



−561Restructuring


3



−5



−2











−198



4



−194TomorrowNow litigation


−981



981



0











−56



56



0Other operating income, net


9



0



9











33



0



33Total operating expenses


−9,873



1,283



−8,591



370



−8,221



−8,084



327



−7,756Operating profit and marginOperating profit


2,591



1,357



3,947



−339



3,608



2,588



339



2,927Operating margin in %


20.8







31.5







30.5



24.3







27.4      
  
   6




---



##### Table of Contents



Explanations
    of Non-IFRS Measures
    
    Our management primarily uses these non-IFRS measures rather
    than IFRS measures as the basis for making financial, strategic
    and operating decisions.
    The variable remuneration components of our Executive Board
    members and employees are based on non-IFRS revenue and non-IFRS
    operating profit rather than the respective IFRS measures.
    The annual budgeting process for all management units is based
    on non-IFRS revenue and non-IFRS operating profit numbers rather
    than the respective IFRS numbers, whereas in 2010 costs such as
    share-based compensation and restructuring were considered only
    on a company level.
    All forecast and performance reviews with all senior managers
    globally are based on these non-IFRS measures, rather than the
    respective IFRS numbers.
    Company-internal target setting and outlook provided to the
    capital markets are both based on non-IFRS revenues and non-IFRS
    profit measures rather than the respective IFRS numbers.
  Non-IFRS
    Revenue
      Non-IFRS
    Operating Expense
    
    Acquisition-related charges  
    Amortization expense/impairment charges of intangibles acquired
    in business combinations and certain stand-alone acquisitions of
    intellectual property (including purchased in-process research
    and development)
    Restructuring expenses and settlements of preexisting business
    relationships in connection with a business combination
    Acquisition-related third-party expenses
   7




---



##### Table of Contents




    Discontinued activities: Results of discontinued operations that
    qualify as such under IFRS in all respects except that they do
    not represent a major line of business. Under U.S. GAAP,
    which we reported under until 2009, we presented the results of
    operations of the TomorrowNow entities as discontinued
    operations. Under IFRS, results of discontinued operations may
    only be presented as discontinued operations if a separate major
    line of business or geographical area of operations is
    discontinued. Our TomorrowNow operations were separate, but were
    not a major line of business and thus did not qualify for
    separate presentation under IFRS.    
    Expenses from our share-based compensation plans
    Restructuring expenses  Non-IFRS
    Operating Profit, Non-IFRS Operating Margin
  
    The non-IFRS measures provide investors with insight into
    managements decision-making, since management uses these
    non-IFRS measures to run our business and make financial,
    strategic and operating decisions.
    The non-IFRS measures provide investors with additional
    information that enables a comparison of
    year-over-year
    operating performance by eliminating certain direct effects of
    acquisitions and discontinued activities.
    Non-IFRS and non-GAAP measures are widely used in the software
    industry. In most cases, our non-IFRS measures are more suitable
    for comparison with our competitors corresponding non-IFRS
    and non-GAAP measures than are our IFRS measures.    
    Despite the migration from U.S. GAAP to IFRS, we will
    continue to internally treat the ceased TomorrowNow activities
    as discontinued operations and thus will continue to exclude
    potential future TomorrowNow results, which are expected to
    mainly comprise expenses in connection with the Oracle lawsuit,
    from our internal management reporting, planning, forecasting,
    and compensation plans. Therefore, adjusting our non-IFRS
    measures for the results of the discontinued TomorrowNow
    activities provides insight into the financial measures that SAP
    uses internally.
   8




---



##### Table of Contents




    By adjusting the non-IFRS numbers for the results from our
    discontinued TomorrowNow activities, the non-IFRS numbers are
    more comparable to the non-GAAP measures that SAP used through
    the end of 2009. That enhances the comparability of SAPs
    performance measures before and after the full IFRS migration.      
    The eliminated amounts may be material to us.
    Without being analyzed in conjunction with the corresponding
    IFRS measures the non-IFRS measures are not indicative of our
    present and future performance, foremost for the following
    reasons:  
    While our non-IFRS profit numbers reflect the elimination of
  certain acquisition-related expenses, no eliminations are made
    for the additional revenue and other revenue that result from
    the acquisitions.
    The acquisition-related charges that we eliminate in deriving
    our non-IFRS profit numbers are likely to recur should SAP enter
    into material business combinations in the future.
    The acquisition-related amortization expense that we eliminate
    in deriving our non-IFRS profit numbers is a recurring expense
    that will impact our financial performance in future years.
    The revenue adjustment for the fair value accounting of the
    acquired entities support contracts and the expense
    adjustment for acquisition-related charges do not arise from a
    common conceptual basis. This is because the revenue adjustment
    aims to improve the comparability of the initial
    post-acquisition period with future post-acquisition periods
    while the expense adjustment aims to improve the comparability
    between post-acquisition periods and pre-acquisition periods.
    This should particularly be considered when evaluating our
    non-IFRS operating profit and non-IFRS operating margin numbers
    as these combine our non-IFRS revenue and non-IFRS expenses
    despite the absence of a common conceptual basis.
    Our discontinued activities, share-based compensation expense
    and restructuring charges could result in significant cash
    outflows.
    The valuation of our cash-settled, share-based payment plans
    could
   9




---



##### Table of Contents



vary significantly due to the fluctuation of our share price and
    due to the other parameters used in the valuation of these plans.
    We have in the past issued share-based compensation awards to
    our employees every year, and intend to continue doing so in the
    future. Thus our share-based compensation expenses are recurring
    although the amounts usually change from period to period.    Constant
    Currency
    Period-Over-Period
    Changes
  period-over-period
  year-over-year
  period-over-period period-over-period period-over-period period-over-period
  Free Cash
    Flow
   10




---



##### Table of Contents



Free Cash
    Flow
  2010


2009


Change millionsNet cash flows from operating activities


2,932



3,015



−3
%Purchases of intangible assets and property, plant, and equipment


−334



−225



48
%Free cash flow


2,598



2,790



−7
%
   11




---



##### Table of Contents



Part I
  Item 1,
    2, 3
     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
  
   12




---



##### Table of Contents



Part I
  Item 3
  SELECTED
    FINANCIAL DATA: IFRS
  2010(1)


2010


2009


2008


2007


2006US$














millions, unless otherwise statedIncome Statement Data: Years Ended December 31,Software and software-related service revenue


12,996



9,794



8,198



8,457



7,427



6,605Total revenue


16,538



12,464



10,672



11,575



10,256



9,402Operating profit


3,438



2,591



2,588



2,701



2,698



2,503Operating margin in
    %(2)


20.8



20.8



24.3



23.3



26.3



26.6Profit after tax


2,406



1,813



1,750



1,848



1,908



1,836Profit attributable to owners of parent


2,403



1,811



1,748



1,847



1,906



1,835Earnings per
    share(2)Basic in 


2.02



1.52



1.47



1.55



1.58



1.50Diluted in 


2.02



1.52



1.47



1.55



1.58



1.49Other Data:Weighted-average number of shares outstandingBasic


1,188



1,188



1,188



1,190



1,207



1,226Diluted


1,189



1,189



1,189



1,191



1,210



1,231Statement of Financial Position Data: At December 31,Cash and cash equivalents


4,668



3,518



1,884



1,280



1,608



2,399Total
    assets(3)


27,654



20,841



13,374



13,900



10,161



9,332Current financial
    liabilities(4)


188



142



146



2,563



82



63Non-current financial
    liabilities(4)


5,903



4,449



729



40



6



3Issued
    capital(5)


1,628



1,227



1,226



1,226



1,246



1,268Total equity


13,035



9,824



8,491



7,171



6,478



6,123    (1)
    
    Amounts presented in US$ have been
    translated for the convenience of the reader at 1.00 to
    US$1.3269, the Noon Buying Rate for converting 1.00 into
    dollars on December 30, 2010. See Item 3. Key
    Information  Exchange Rates for recent exchange
    rates between the Euro and the dollar.(2)
    
    Operating profit is the numerator
    and total revenue is the denominator in the calculation of
    operating margin. Profit attributable to owners of parent is the
    numerator and weighted average number of shares outstanding is
    the denominator in the calculation of earnings per share.(3)
    
    The large increase in total assets
    from 2009 to 2010 was mainly due to the acquisition of Sybase in
    2010 and the large increase in total assets
  from 2007 to 2008 was due to the
    acquisition of Business Objects in 2008. See Note (4) to
    our Consolidated Financial Statements for more information on
    acquisitions.  (4)
    
    The balances include primarily
    bonds, private placements and bank loans. Current is defined as
    having a remaining life of one year or less; non-current is
    defined as having a remaining term exceeding one year. The
    significant increase in current financial liabilities during
    2008 was due to financial debt incurred to finance the
    acquisition of Business Objects. The significant increase in
    non-financial liabilities in 2010 was due to an acquisition-term
    loan used to finance the acquisition of Sybase. In addition, we
    issued two bonds and a U.S. private placement transaction, of
   13




---



##### Table of Contents



Part I
  Item 3
   which, the proceeds were primarily
    used to finance the acquisition of Sybase. See Note (18b) to our
    Consolidated Financial Statements for more information on our
    liabilities.(5)
    
    The 2007 and 2008 figures reflect
    cancellations of 23 million and 21 million treasury
    shares effective September 7, 2007 and September 4,
    2008, respectively. See Item 9. The Offer and
    Listing  General for more detail on the
    cancellation of shares. Exchange
    Rates
   Year

Average(1)


High


Low2006


1.2661



1.3327



1.18602007


1.3797



1.4862



1.29042008


1.4695



1.6010



1.24462009


1.3955



1.5100



1.25472010


1.3216



1.4536



1.1959   Month

High


Low2010July


1.3069



1.2464August


1.3282



1.2652September


1.3638



1.2708October


1.4066



1.3688November


1.4224



1.3036December


1.3395



1.30892011January


1.3715



1.2944February


1.3794



1.3474March (through March 3, 2011)


1.3947



1.3813     (1)
    
    The average of the applicable Noon
    Buying Rates on the last day of each month during the relevant
    period.   DIVIDENDS Dividend
    Distribution Policy
  Aufsichtsrat Vorstand
   14




---



##### Table of Contents



Part I
  Item 3
   Annual
    Dividends Paid and Proposed
    Dividend Paid per Ordinary ShareYear Ended December 31,




US$2006


0.46



0.62
(1)2007


0.50



0.77
(1)2008


0.50



0.68
(1)2009


0.50



0.60
(1)2010 (proposed)


0.60
(2)


0.84
(2)(3)     (1)
    
    Translated for the convenience of
    the reader from euro into U.S. dollars at the Noon Buying Rate
    for converting euro into U.S. dollars on the dividend payment
    date. The Depositary is required to convert any dividend
    payments
  received from SAP as promptly as
    practicable upon receipt.  (2)
    
    Subject to approval at the Annual
    General Meeting of Shareholders of SAP AG currently scheduled to
    be held on May 25, 2011.(3)
    
    Translated for the convenience of
    the reader from euro into U.S. dollars at the Noon Buying Rate
    for converting euro into U.S. dollars on March 3, 2011 of
    US$1.3947 per 1.00. The dividend paid may differ due to
    changes in the exchange rate.   RISK
    FACTORS Economic,
    Political, and Regulatory Risk
  The uncertainty in the global economy and in political
    conditions has negatively impacted our business, financial
    position, profit, and cash flows, and may continue to do so in
    the future.
    
    Generally declining IT investment
    Decreased customer demand for our software and services,
    including delayed, canceled, and smaller orders
   15




---



##### Table of Contents



Part I
  Item 3
   
    Customers inability to obtain credit on acceptable terms,
    or at all, to finance purchases of our software and services
    Increased incidence of default and insolvency of customers,
    business partners, and key suppliers
    Increased default risk, which may lead to significant
    write-downs in the future
    Greater pressure on the prices of our products and services
    Pressure on our operating margin    Our international business activities subject us to different
    regulatory requirements in different countries and to economic
    and other risks that could harm our business, financial
    position, profit or cash flows.
    
    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




---



##### Table of Contents



Part I
  Item 3
   Market
    Risks
  If our established customers do not buy additional software
    products, renew maintenance agreements, or purchase additional
    professional services, our business, financial position, profit,
    or cash flows could be negatively impacted.
  Our market share and profit may decline due to intense
    competition and consolidation in the software industry
  end-to-end
   17




---



##### Table of Contents



Part I
  Item 3
   Business
    Strategy Risks
  Demand for our new products may not develop as planned and
    our strategy for new markets, new business models, and new
    consumption models may not be successful.
  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, profit, 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 profit.
    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.
   18




---



##### Table of Contents



Part I
  Item 3
   Organizational
    and Governance-Related Risks
  Corporate governance laws and regulatory requirements in
    Germany, the United States, and elsewhere have become much more
    onerous.
    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.
  
    Climate change and other environmental issues like energy
    management, water use, and waste
    Corporate integrity
    Human resource management, including health, safety, diversity,
    and employee satisfaction
    The ethical behavior of suppliers
    Customer satisfaction
    The accessibility and safety of our products
    Privacy and data protection in connection with the use of SAP
    products  SAP Sustainability Report www.sapsustainabilityreport.com
  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
   19




---



##### Table of Contents



Part I
  Item 3
   U.S. judgments may be difficult or impossible to enforce
    against us or our Board members.
  non-U.S. resident non-U.S. resident
  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.
   Financial
    Risks
  Our revenue mix may vary and may negatively impact our profit
    margins.
    An economic downturn may impact our liquidity and increase
    the default risk associated with and the valuation of our
    financial assets and trade receivables.
   20




---



##### Table of Contents



Part I
  Item 3
   Managements use of estimates may affect our profit and
    financial position.
  Notes to the Consolidated Financial
    Statements
  Current and future accounting pronouncements and other
    financial reporting standards, especially but not only
    concerning revenue recognition, may adversely affect the
    financial results we present.
  Notes to the
    Consolidated Financial Statements
  Because we conduct operations throughout the world, our
    assets, profit, or cash flows may be affected by currency and
    interest rate fluctuations.
  period-over-period Notes to the
    Consolidated Financial Statements
  The cost of using derivative instruments to hedge share-based
    compensation plans may exceed the benefits of hedging them.
   21




---



##### Table of Contents



Part I
  Item 3
   Our sales are subject to quarterly fluctuations and our sales
    forecasts may not be accurate, which could cause our revenue and
    results of operations to fall below our and investors
    expectations.
    
    the relatively long sales cycles for many of 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.
   
    expansion of our operations;
    research and development directed towards new products and
    product enhancements; and
    development of new deployment models, particular on demand and
    on device, and new distribution and resale channels,
    particularly for small and midsize enterprises.
   22




---



##### Table of Contents



Part I
  Item 3
   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;
    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 our externally communicated outlook;
    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.
  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
    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
   23




---



##### Table of Contents



Part I
  Item 3
   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. The
    loss of the right to use 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 and the expectations of our customers, we may not be
    able to compete as effectively as our competitors.
    
    Continue to enhance and expand our existing products and services
    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    Undetected defects or delays in new products and product
    enhancements may result in increased costs to us and reduced
    demand for our products.
   24




---



##### Table of Contents



Part I
  Item 3
   Our 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.
   25




---



##### Table of Contents



Part I
  Item 3
   Claims and lawsuits against us may have adverse outcomes.
  We might not acquire and integrate 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 and contingent
    liabilities of acquired companies, including legal, tax,
    intellectual property, or other significant liabilities that may
    not be detected by the due diligence process.
    We may incur debt or significant cash expenditures.
    We may have difficulty implementing, restoring, or maintaining
    internal controls, procedures, and policies.
   26




---



##### Table of Contents



Part I
  Item 3
   
    There may be a negative impact on relationships with customers,
    partners, or third-party providers of technology or products.
    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 be subject to attacks that degrade or deny our
    users access to our products and services or result in
    theft or misuse of intellectual property and confidential
    data.
    We may not be able to obtain adequate title to or licenses
    in, or to enforce, intellectual property.
   27




---



##### Table of Contents



Part I
  Item 3,
    4
   day-to-day
  We may not be able to protect our critical information or
    assets or safeguard our business operations against
    disruption.
    Our insurance coverage may not be sufficient to prevent claim
    settlements from negatively impacting our financial position,
    profit, or cash flows.
  We may incur losses in connection with venture capital
    investments.
   ITEM 4.
    INFORMATION ABOUT SAP (1972-1976) (1976-1988). Aktiengesellschaft
   28




---



##### Table of Contents



Part I
  Item 3,
    4
   THE SAP
    GROUP OF COMPANIES  BUSINESS
    ACTIVITY AND ORGANIZATIONAL STRUCTURE Business
    Activity
   
    SAP Business Suite software is designed for use by large
    organizations and international corporations. The software
    supports core business operations ranging from supplier
    relationships to production, warehouse management, sales, and
    all administrative functions, through to customer relationships.
    We offer specific solutions for industries, for instance,
    banking, high tech, oil and gas, utilities, chemicals,
    healthcare, retail, consumer products, and the public sector.
    SAP Business
    All-in-One
    solutions, the SAP Business ByDesign solution, and the SAP
    Business One application address the needs of small businesses
    and midsize companies.
    The SAP BusinessObjects portfolio covers a variety of demands
    for small to large companies with solutions for business users
    who need to analyze and report information, make informed
    strategic and tactical decisions, build business plans, and
    manage risk and compliance.
    SAP solutions for sustainability help enable organizations
    sustainability initiatives. These solutions include the
    measurement of sustainability key performance indicators, energy
    and carbon management, and solutions for product safety,
    environment, health, and safety.
    The SAP NetWeaver technology platform integrates information and
    business processes across diverse technologies and
    organizational structures.
    Sybase delivers mission-critical enterprise software and
    services to manage,
   29




---



##### Table of Contents



Part I
  Item 4
   analyze and mobilize information. With Sybase software,
    companies migrate to wireless communication in which critical
    information and applications are available on mobile devices at
    any time.  Organizational
    Structure
    
    Technology & Innovation Platform
    Products & Solutions
    Global Customer Operations
    Chief Operations Office
    Global Finance & Administration
    Human Resources
    On Device & Sybase       Mission
    and Strategy Market
  Trends
    and Orientation
   30




---



##### Table of Contents



Part I
  Item 4
   Mission
  Competition
   31




---



##### Table of Contents



Part I
  Item 4
   Strategy
    for Growth
    Deliver
    the Worlds Best Business Applications
  end-to-end
  Accelerate
    Innovation Without Disruption
   32




---



##### Table of Contents



Part I
  Item 4
   Expand
    our Ecosystem
    Financial
    Strategy
    Finance
    Plan for SAP Solutions
  Portfolio
    of Software and Services
    33




---



##### Table of Contents



Part I
  Item 4
  
   Software
    Portfolio On-Premise
    Solutions
  Solutions
    for Lines of Business
  SAP
    BUSINESS SUITE
  
    SAP Customer Relationship Management (SAP CRM) helps
    organizations manage and monitor sales, service, and marketing
    processes. The application also supports key backoffice
    activities such as spare-parts management, demand planning,
    billing, and fulfillment. With built-in analytical and business
    intelligence functionalities, support for the mobile workforce,
    and substantial multichannel capabilities, SAP CRM helps
    companies develop customer insight, predict changes, and make
    real-time course corrections.
    SAP ERP supports
    end-to-end
    business processes including finance, human capital management,
    asset management, sales, procurement, and other essential
    activities. SAP ERP enables industry-specific processes with
    functionality that can be activated
   34




---



##### Table of Contents



Part I
  Item 4
   selectively, keeping the application core stable and helping to
    ensure maximum performance.
    SAP Product Lifecycle Management (SAP PLM) helps companies
    manage, track, and control product-related information over the
    complete product and asset life cycle  and across the
    extended supply chain. SAP PLM is designed to facilitate
    creativity and to free the product innovation process from
    organizational constraints.
    SAP Supplier Relationship Management (SAP SRM) supports key
    procurement activities including demand-driven sourcing,
    centralized contract management, operational procurement, and
    interaction with suppliers through
  multiple channels. SAP SRM helps accelerate and optimize the
    entire
    procure-to-pay
    cycle by enabling integrated processes and enforcing contract
    compliance, which can result in realizable savings.
    SAP Supply Chain Management (SAP SCM) enables companies to adapt
    their supply-chain processes to the rapidly changing competitive
    environment. The application helps transform traditional supply
    chains  with linear, sequential processes 
    into open, configurable, and responsive supply networks. As a
    result, companies can improve their response to demand and
    supply dynamics across a globally distributed environment.
    Industry
    Solutions
  end-to-end
  Consumer Industries Consumer products
     Retail
     Wholesale distributionFinancial Services Industries Banking
     InsuranceDiscrete Manufacturing Industries Aerospace and defense
     Automotive
     Engineering, construction, and operations
     High tech
     Industrial machinery and componentsProcess Manufacturing Industries Chemicals
     Life sciences
     Mill products
     Mining
     Oil and gas

Public Service Industries Defense and security
     Healthcare
     Higher education and research
     Public sectorService Industries Media
     Professional services
     Telecommunications
     Transportation and logistics
     Utilities  35




---



##### Table of Contents



Part I
  Item 4
   Solutions
    for Sustainability
      
    SAP Advanced Metering Infrastructure Integration for Utilities
    enables energy suppliers to operate on various business
    processes with their customer, from tracking consumption to
    billing and many other processes in one integrated system. This
    drives the optimization of revenue and demand, enables more
    cost-effective customer service, and facilitates market
    efficiency and the automation of data exchanges at new business
    networks of energy suppliers and infrastructure operators.
    SAP BusinessObjects Sustainability Performance Management, an
    application that helps organizations more easily set
    sustainability goals and objectives, measure and communicate
    performance, and reduce data collection costs and errors.
    SAP Carbon Impact (SAP CI), an on-demand solution that helps
    organizations accurately measure, profitably reduce, and
    confidently report greenhouse gas emissions and other
  environmental impacts across internal operations and the supply
    chain.
    SAP Environmental Health and Safety Management (SAP EHS), an
    application that addresses regulatory compliance and helps
    companies efficiently comply and protect their people and plant
    by taking an integrated approach to all aspects of risk and
    compliance.
    SAP Manufacturing Integration and Intelligence (SAP MII), an
    application that provides the tools and content to help
    customers track and identify opportunities for energy reduction
    in manufacturing.  Duet and
    Alloy
    Solutions
    for Small Businesses and Midsize Companies
    SAP
    Business
    All-in-One
  All-in-One
   36




---



##### Table of Contents



Part I
  Item 4
   All-in-One
  All-in-One
  SAP
    Business One
  end-to-end
   Business
    Analytics Solutions
  SAP
    BusinessObjects Portfolio
   37




---



##### Table of Contents



Part I
  Item 4
   
   Sybase
    Analytical Offerings
   38




---



##### Table of Contents



Part I
  Item 4
   SAP
    High-Performance Analytic Appliance (SAP HANA)
    On-Demand
    Solutions
  SAP
    Business ByDesign
  e-learning,
  and/or
  SAP
    BusinessObjects BI OnDemand
   39




---



##### Table of Contents



Part I
  Item 4
   Line-of-Business
    On-Demand Solutions
  line-of-business line-of-business
  
    SAP Sourcing OnDemand: Large enterprises, under constant
    pressure to boost profitability, must find ways to reduce costs
    associated with procurement of goods and services. The SAP
    Sourcing OnDemand solution addresses these challenges with
    support for key processes such as strategic sourcing, contract
    life-cycle management, and supplier management. The solution
    streamlines the contract creation, negotiation and amendment
    processes while also supporting complex supplier identification,
    qualification, and evaluation processes.
    SAP Contract Lifecycle Management OnDemand: Contract life-cycle
    management software from SAP allows sourcing professionals to
    generate, negotiate, and manage contracts within a central
    contract repository. Contract managers can create a library of
    standard contracts and contract clauses to promote and enforce
    legal standards during the contract authoring process. Support
    for check-in/check-out, redlining, and version comparison is
    also provided.
   
    SAP Supplier Management OnDemand: The supplier management
    application enables an organization to establish a central
    repository of their suppliers used in sourcing and contracting
    events. In addition, this module provides the ability to define
    key metrics and scorecards to manage supplier performance.
    The SAP Carbon Impact OnDemand solution helps companies reduce
    their energy and carbon footprint across their entire operations
    and product supply chains. Designed for the global economy, the
    software allows organizations to report, analyze, and reduce
    their worldwide energy and greenhouse gas emissions in the most
    cost-effective way. The solution enables companies to adapt
    their carbon reduction strategy to the swiftly changing global
    market environments, characterized by volatile energy prices and
    tightening regulations, such as the introduction of the
    U.S. EPA Mandatory Reporting Rule.  SAP
    StreamWork
   40




---



##### Table of Contents



Part I
  Item 4
   Technology
  SAP
    NetWeaver
   Sybase
    Adaptive Server Enterprise
    On-Device
    Solutions
  SAP
    Mobile Applications
   41




---



##### Table of Contents



Part I
  Item 4
   easy-to-consume
  easy-to-consume
  Sybase
    Mobile Solutions
  e-mail,
   e-mail, e-mail
   42




---



##### Table of Contents



Part I
  Item 4
   SAP
    Services Portfolio      end-to-end
   Software-Related
    Services
  SAP
    Custom Development
    Support
    Services
  around-the-clock
   43




---



##### Table of Contents



Part I
  Item 4
   on-site
  Consulting,
    Training and Other Services
  SAP
    Consulting
  SAP
    Education
  e-learning,
  Sybase
    Services Portfolio
   44




---



##### Table of Contents



Part I
  Item 4
   Sybase
    Mobile Services
      end-to-end
  Sybase
    Support Services
  Sybase
    Professional Services
  Consulting
    Education
   45




---



##### Table of Contents



Part I
  Item 4
   Partner
    Ecosystem  Partnerships
    Foster Innovation   
    SAP and ClickSoftware Technologies jointly offer the SAP
    Workforce Scheduling and Optimization application by
    ClickSoftware. Resold by SAP, the solution helps businesses
    maximize mobile workforce performance and drive operational
    excellence through
  decision support and optimization technology.
    Building on a highly successful strategic relationship, SAP and
    Open Text signed an agreement that allows SAP to resell Open
    Texts text digital asset management solution as the SAP
    Digital Asset Management application by Open Text. Designed to
    help businesses optimize a full spectrum of rich media, the
    application supports marketing departments in all industries, as
    well as media industry publishing houses, entertainment firms,
    and broadcasters. Also, SAP and Open Text announced continued
    expansion of their strategic relationship to include employee
    file management capabilities. SAP resells Open Texts
    solution for employee information management under the name SAP
    Employee File Management application by Open Text.
    SAP and EMC announced an expansion of their global strategic
    alliance, which includes a reseller relationship, deeper
    technology integrations, and joint sales and marketing
    activities. Under the agreement, SAP will resell newly developed
    solutions  leveraging EMC Documentum enterprise
    content management, EMC Captiva intelligent enterprise capture
    and EMC Document Sciences customer communications management.
    The solutions are designed to help financial services firms
    automate paper-intensive processes, such as loan origination and
    claims handling.
    SAP accelerated the creation of a partner ecosystem around the
    SAP Business ByDesign solution. By equipping partners with
    robust tools and engagement support, SAP aims to establish the
    on-demand solution as a foundation on which partners can offer
    additional features and industry expertise that
   46




---



##### Table of Contents



Part I
  Item 4
   meet the needs of a broader group of customers.
    Speeding the journey toward cloud computing, SAP and several
    strategic partners demonstrate together with customers promising
    test results running SAP software on Vblock architecture.
    Utilizing the Virtual Computing Environment (VCE) coalition and
    its Vblock Infrastructure Packages, Cisco, EMC, and VMware are
    working with SAP to unleash the benefits of
    virtualization  an emerging data center architecture
    that can enable enhanced agility and reduced costs.
    In an effort to meet growing demands of the governance, risk,
    and compliance (GRC) market, SAP and CA Technologies have begun
    collaborating to help customers manage risk across their
    business and IT processes. Leveraging products from CA
    Technologies with leading GRC applications from SAP will allow
    our customers to gain tighter control over their IT risk and
    compliance initiatives while focusing on long-term value
    creation for the business.
    To help businesses increase operational efficiency while
    enhancing the way they communicate with their customers, SAP and
    StreamServe agreed to offer StreamServes leading document
    automation solution as a solution extension from SAP. Resold as
    the SAP Document Presentment application by StreamServe, this
    innovative solution automates the generation and personalization
    of documents (such as billing statements) and communications
    from multiple applications to multiple output types, including
    print,
    e-mail, fax,
    and mobile.
   Communities
    of Innovation     
    The SAP Developer Network (SDN) community offers more than two
    million members in more than 200 countries the chance to trade
    experience and insights, pursue business opportunities, and
    learn from each other. It is the biggest innovation community
    associated with SAP. SDN includes discussion forums, blogs,
    wikis, software, and tool downloads, and
    e-learning.
    A wealth of technical assets attracts more than half a million
    visitors to SDN every month.
    The Business Process Expert (BPX) community is a business
    process community with more than 800,000 members in 18
    industries covering a wide variety of horizontal subjects.
    Collaboration in the community, the sharing of best practices,
    and advanced training offerings are among the catalysts that can
    generate process innovation. Community members, including, for
    example, specialists on diverse industries, business and
    application consultants, CIOs, and business process experts,
    find ample opportunities to exchange ideas in moderated forums,
    wikis, and expert blogs.
    The SAP BusinessObjects community has more than 500,000 members
    and
   47




---



##### Table of Contents



Part I
  Item 4
   provides an environment for SAP BusinessObjects users and
    developers to share best practices and pursue innovation
    opportunities on SAP BusinessObjects offerings.
    The SAP University Alliances community, with more than 250,000
    members, focuses on bringing real-life SAP knowledge and skills
    into university classrooms. This is part of SAPs corporate
    citizenship commitment to educate and mentor the students and
    graduates who will become tomorrows business experts and
    IT leaders. User
    Groups  RESEARCH
    AND DEVELOPMENT
  A Global
    Research and Development Presence
   48




---



##### Table of Contents



Part I
  Item 4
  
   Committing
    Resources to Research and Development
  
    49




---



##### Table of Contents



Part I
  Item 4
  
   SAP
    Research Goals and
    Scope
  Co-Innovation
    in a Network of Partners
    Living
    Labs Concept
   50




---



##### Table of Contents



Part I
  Item 4
   Next Big
    Things
   Todays
    Students and Tomorrows Talents
   New SAP
    Offerings   On-Premise
  Rapid
    Deployment Solutions
  line-of-business ready-to-use
   51




---



##### Table of Contents



Part I
  Item 4
   Sustainability
    Analytics
  line-of-business
  New
    Version of SAP Business One
  time-to-value,
  Industry-Specific
    Analytic Applications
   Best-Practices
    Templates for Manufacturers
    On
    Demand
  New
    Sustainability Offering
    SAP
    Sourcing OnDemand
    SAP
    BusinessObjects BI OnDemand
   52




---



##### Table of Contents



Part I
  Item 4
   Cloud-Based
    Decision Making
  e-mail,
  Feature
    Pack for SAP Business ByDesign
    On
    Device
  Extending
    the Reach of SAP Business Suite
  Mobile
    Applications for Small and Midsize Businesses
    SAP
    Business Analytics and SAP BusinessObjects
    SAP
    BusinessObjects Explorer for iPhone/iPad
    Orchestration
  New
    Release of SAP NetWeaver Technology Platform
   53




---



##### Table of Contents



Part I
  Item 4
   New
    Software for SAP Business
    All-in-One
  All-in-One
  SAP
    High-Performance Analytic Appliance (SAP HANA)
    Services
  Tiered
    Support Program
  New
    Developments for Services
   New
    Sybase Offerings New
    Version of ASE Database
    Redefining
    Massive Parallel Processing in Analytics
   54




---



##### Table of Contents



Part I
  Item 4
   Advancing
    Innovation for Capital Markets
    IP
    Exchange Services
    Enhanced
    Mobile Device Management
    Expanding
    Mobile Commerce Offering
  Patents    ACQUISITIONS   
    In July, we acquired Sybase, a U.S. company headquartered
    in Dublin, California (United States). Sybase delivers a range
    of solutions to ensure that customer information is securely
    managed and mobilized, including enterprise and mobile
    databases, middleware, synchronization, encryption and device
    management software, and mobile messaging services. Information
    management, analytics, and enterprise mobility solutions by
    Sybase are proven in the most data-intensive industries on all
    major systems, networks, and devices. The acquisition
   55




---



##### Table of Contents



Part I
  Item 4
   underpins our vision of the unwired enterprise. It brings to us
    technologies with which we can deliver a leading mobile platform
    for business that is based on open standards, runs on all major
    mobile operating systems, and manages and supports all major
    device types. The combination of SAP and Sybase solutions offer
    customers a complete and optimized high-performance business
    analytics infrastructure. By porting, certifying, and optimizing
    SAP Business Suite and other solutions on Sybase data management
    servers, we will bring our customers a greater choice of
    database platforms for their SAP applications.
    In July, we acquired TechniData, a German company and a
    strategic SAP partner for more than 15 years. This
    acquisition is in line with our commitment to helping companies
    execute their sustainability strategies. TechniData is a leading
    supplier of product safety and of environment, health, and
    safety (EHS) solutions. TechniData provides software, systems
    integration, and managed EHS services, and content to help
    companies comply with the applicable regulations.
    In December, we acquired certain assets, including intellectual
    property, customer contracts, and employee contracts, from
    cundus, a German company. The acquisition of cunduss
    financial disclosure management solutions extends our portfolio
    of finance solutions with a collaborative offering that helps
    enterprises achieve a timely, accurate, and more cost-effective,
    and controlled financial close process. In current economic
    conditions, companies and their finance departments are under
    greater pressure to comply with International Financial
    Reporting Standards (IFRS) and requirements to file financial
    and business information
  using extensible business reporting language (XBRL).
    In February 2011, SAP acquired security software, identity and
    access management software, as well as assets including
    development and consulting resources from SECUDE, a leading
    vendor of application security solutions in Switzerland. SAP
    will include Secure Login and Enterprise Single Sign-On in its
    product portfolio to provide its customers with secure
    client-server communications for their SAP systems. Venture
    Activities   
    Spring Wireless is based in Brazil and delivers
    end-to-end
    mobility solutions designed to enable business and organizations
    to increase productivity, optimize real-time processes and
    operations, and maximize their business success.
    Aepona is a pioneer and global market leader in bringing mobile
    intelligence to cloud computing and is based in Northern Ireland
    (UK).
    Splashtop (formerly known as DeviceVM) is a privately held
    software company based in San Jose, California (United
    States), offering products that improve the personal computing
    experience on tablets, smartphones, laptops, and netbooks.
    MuleSoft, headquartered in San Francisco, California
    (United States), is a
   56




---



##### Table of Contents



Part I
  Item 4
   Web middleware company, providing enterprise-class software to
    integrate on-premise and cloud applications.
    Based in San Jose, California (United States), Lavante
    provides on-demand supplier information management and recovery
    audit solutions for companies and their suppliers.
    On Deck Capital lends capital to main-street businesses through
    a software platform which incorporates a proprietary credit
    model based on business information rather than personal credit
    scores. The company is headquartered in New York City, New York
    (United States). Sustainability
   Sustainability Report
  
    Carbon footprint: SAP recognizes its responsibility to
    protect the environment by lowering emissions contributing to
    climate change. We acknowledge carbon emissions as a proxy
    measure for inefficient operations and excess spend. SAPs
    goal is to reduce total GHG emissions to levels of the year 2000
    by 2020. This equates to lowering emissions by about 50% from
    2007 levels. GHG emissions for 2010 totaled approximately 425
    kilotonnes. This represents a decrease of 6% compared to the 450
    kilotonnes level in 2009. The main contributors to the 2010 GHG
    savings were energy efficiency projects, changes of our
    employees commuting behavior, and the continued purchase
    of renewable energy.
    Total energy consumption: Our total energy consumption
    includes all energy produced or purchased by our organization
    (for example, the electricity powering our buildings and data
    centers as well as the fuel propelling our corporate cars). We
    did not have an overall goal for reducing total energy
    consumption in 2010, but rather pursued program goals such as
    reducing facility electricity use. These related efforts allowed
    us to reduce our energy consumption from 2,907 terajoules in
    2009 to 2,847 terajoules in 2010.
    Data center energy: We focus on making data centers more
    energy efficient by measuring and managing the energy use of the
    data center on a per employee basis. In 2010, two data centers
    in Germany were certified as
   57




---



##### Table of Contents



Part I
  Item 4
   energy efficient by TÜV Rheinland. The data centers were
    specifically recognized for the use of advanced technologies
    like virtualization, optimal temperature reduction, and climate
    control. Our continuous efforts led to a decrease of the data
    center energy intensity from 3,038 kilowatt hours per FTE
    (2009) to 2,763 kilowatt hours per FTE in 2010.
    Renewable energy consumed: SAP is using more and more
    electricity from renewable sources. We purchase some of this
    green electricity from local utility companies and produce some
    using solar panels on our facilities. At the end of 2010, about
    48% of our total electricity consumption stemmed from renewable
    sources. More specifically, 35% of total electricity consumption
    is bought by SAP and 13% stems from renewable electricity
    already available within country electricity grids.
    Employee turnover: We are committed to attracting,
    developing and retaining the best people in the industry. We
    view our turnover rate as an important gauge of our performance.
    In 2010, our global employee turnover rate was 9%, a decrease
    compared to 2009 (11%) when employee turnover was also driven by
    the reduction of workforce under the cost-containment program in
    2009.
    Women in management: Because women are significantly
    underrepresented in engineering, science, and information
    technology (IT), the IT industry struggles with gender equality,
    especially in management. SAP is working to recruit, retain, and
    promote qualified women. We pay attention to the percentage of
    women in top management as a measure of our success. Their
    number remained relatively flat, 11.5% in 2010 compared to 11.0%
    in 2009.
   
    Employee engagement: The engagement of our employees is a
    leading indicator of being an employer of choice and of our
    ability to deliver innovative solutions to the market. We
    measure employee engagement as a combination of commitment,
    pride, and loyalty, as well as being an advocate of SAP. A
    bright spot in our recent employee survey was that 83% of our
    employees confirmed they are proud to work for SAP. At the same
    time our employee engagement index fell from 69% to 68% between
    2009 and 2010. While 68% is still an average ranking compared to
    the industry benchmark, it is an all-time low for SAP. The
    employee engagement will be addressed using a comprehensive
    follow-up
    process based on activities ranging from education to workshops,
    team analysis, feedback sessions to action plans.
    Health: SAPs health management organization has
    developed a holistic and comprehensive program to meet the needs
    of our employees who have sedentary, highly demanding
    intellectual jobs. We use the Business Health Culture Index
    (BHCI) to measure the stress/satisfaction balance of employees,
    an indicator of organizational health and readiness to meet
    strategic objectives. In 2010, our BHCI was 59% compared to 61%
    in 2009.
    Customer satisfaction: We firmly believe that SAPs
    success was and will always be linked to the success and
    satisfaction of our customers. We measure customer satisfaction
    using a number of indicators. Most importantly, we analyze
    overall satisfaction and likelihood of our customers to
    recommend SAP. On a scale of 1 to 10, overall customer
    satisfaction remains at a satisfactory level of 7.6 globally,
    compared to 7.7 in 2009. The likelihood to recommend increased
    by 0.1 to 8.1.
   58




---



##### Table of Contents



Part I
  Item 4
   SAP identifies areas that need attention on a yearly basis.
    Software and software-related service revenue and operating
    margin: For information about these two sustainability
    indicators, see the Operating Results (IFRS) section.  Sustainability Report
  
    Strengthening communities and improving education: SAP
    gave a total of 12,844,914 in cash donations, we
    contributed approximately 59,000 volunteer hours in our schools
    and communities, and donated our technology solutions to 700
    eligible non-profit organizations to support our global
    communities. Through its University Alliances program, SAP
    donates licenses for its world leading business software to
    schools and universities and improves career opportunities in
    business and information technology for more than 200,000
    students worldwide
    Economic opportunity: Our solutions and expertise provide
    fundamental infrastructure for economic development in our
    global markets. In 2010, we contributed technology and funding
    to several pilot programs in Ghana, including the Shea Value
    Chain Initiative that improves the living conditions for 1,500
    Ghanaian women in the shea nut harvesting and butter business,
    and the Ghana Extractives Industries Transparency Initiative
    that improves transparency in the oil and mining industries. We
    have also started initiatives in Haiti to train young
    entrepreneurs and incubate local businesses to support economic
    recovery.
   Portfolio of Software and Services
 SEASONALITY  SALES,
    MARKETING AND DISTRIBUTION
   59




---



##### Table of Contents



Part I
  Item 4
   INTELLECTUAL
    PROPERTY, PROPRIETARY RIGHTS AND LICENSES
  and/or
     ORGANIZATIONAL
    STRUCTURE
   60




---



##### Table of Contents



Part I
  Item 4
    Ownership

Country ofName of Subsidiary

%

Incorporation

FunctionGermanySAP Deutschland AG & Co. KG, Walldorf

100

Germany

Sales & Marketing, Consulting, Training and AdministrationRest of EMEASAP (UK) Limited, Feltham

100

Great Britain

Sales & Marketing, Consulting, Training, Customer Support,
    Research and Development and AdministrationSAP (Schweiz) AG, Biel

100

Switzerland

Sales & Marketing, Consulting, Training, Customer Support,
    Research and Development and AdministrationSAP France S.A., Paris

100

France

Sales & Marketing, Training and AdministrationUnited StatesSAP America, Inc., Newtown Square

100

USA

Sales & Marketing, Consulting, Training, Customer Support,
    Research and Development and AdministrationRest of AmericasSAP Canada Inc., Toronto

100

Canada

Sales & Marketing, Consulting, Training, Customer Support,
    Research and Development and AdministrationJapanSAP JAPAN Co., Ltd., Tokyo

100

Japan

Sales & Marketing, Consulting, Training, Customer Support,
    Research and Development and AdministrationRest of APJSAP Australia Pty Limited, Sydney

100

Australia

Sales & Marketing, Consulting, Training, Customer Support,
    Research and Development and Administration    DESCRIPTION
    OF PROPERTY
  
   61




---



##### Table of Contents



Part I
  Item 4,
    4A
   Capital
    Expenditures Principal
    Capital Expenditures and Divestitures Currently in
    Progress
  Principal
    Capital Expenditures and Divestitures for the Last Three
    Years
       ITEM 4A.
    UNRESOLVED STAFF COMMENTS
   62




---



##### Table of Contents



Part I
  Item 5
   ITEM 5.
    OPERATING
    AND FINANCIAL REVIEW AND PROSPECTS  OVERVIEW
  
    the economic conditions that we believe impacted our performance
    in 2010;
    our outlook for 2010 compared to our actual performance
    (non-IFRS);
    a discussion of our operating results for 2010 compared to 2009
    and for 2009 compared to 2008;
    the economic conditions we believe will impact our performance
    in 2011; and
    our operational targets for 2011 (non-IFRS).
   63




---



##### Table of Contents



Part I
  Item 5
   ECONOMIC
    CONDITIONS Global
    Economic Trends
  The IT
    Market
   64




---



##### Table of Contents



Part I
  Item 5
   
   OUTLOOK
    FOR 2010 Performance
    Against Outlook for 2010 (Non-IFRS) Operating Results (IFRS)
  Outlook
    for 2010 (Non-IFRS)
   65




---



##### Table of Contents



Part I
  Item 5
    Support











Currency


Non-IFRSRevenue Not











Effect on the


FinancialIFRS


Recorded


Acquisition-





Non-IFRS


Non-IFRS


Measure atFinancial


Under


Related


Discontinued


Financial


Financial


ConstantMeasure


IFRS


Charges


Activities


Measure


Measure


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


9,794



74



n/a



n/a



9,868



−570



9,298Total
    revenue(1)


12,464



74



n/a



n/a



12,538



−709



11,829Operating
    profit(1)


2,591



74



300



983



3,947



−339



3,608Operating margin in %


20.8



0.5



2.4



7.8



31.5



−1.0



30.5     (1)
    
    Operating profit is the numerator
    and total revenue is the denominator in the calculation of our
    IFRS operating margin and the comparable non-IFRS operating
    margin, and are included in this table for the convenience of
    the reader.   2010
    Actual Performance Compared to Outlook (Non-IFRS)
  OPERATING
    RESULTS (IFRS) Operating Results (IFRS)
   66




---



##### Table of Contents



Part I
  Item 5
  Our 2010
    Results Compared to our 2009 Results (IFRS) Revenue
  Change2010


2009


2010 vs 2009 millionsSoftware revenue


3,265



2,607



25
%Support revenue


6,133



5,285



16
%Subscription and other software-related service revenue


396



306



29
%Software and software-related service revenue


9,794



8,198



19
%Consulting revenue


2,197



2,074



6
%Other service revenue


473



400



18
%Professional services and other service revenue


2,670



2,474



8
%Total revenue


12,464



10,672



17
%    Total
    Revenue
    Revenue by Region Revenue by Industry
  Software
    and Software-Related Service Revenue
  
   67




---



##### Table of Contents



Part I
  Item 5
   Professional
    Services and Other Service Revenue
  
   68




---



##### Table of Contents



Part I
  Item 5
  Revenue
    by Region and Industry
  Revenue
    by Region
 
 Change in %2010


2009


2010 vs 2009 millionsGermany


2,195



2,029



8
%Rest of EMEA


4,068



3,614



13
%Total EMEA


6,263



5,643



11
%United States


3,243



2,695



20
%Rest of Americas


1,192



925



29
%Total Americas


4,435



3,620



23
%Japan


513



476



8
%Rest of APJ


1,253



933



34
%Total APJ


1,766



1,409



25
%Total revenue


12,464



10,672



17
%    Revenue
    by Industry
   Change in %2010


2009


2010 vs. 2009 millionsProcess industries


2,529



2,008



25
%Discrete industries


2,420



2,127



14
%Consumer industries


2,367



1,976



21
%Service industries


2,788



2,516



10
%Financial services


1,058



909



16
%Public services


1,302



1,136



14
%Total revenue


12,464



10,672



17
%      Revenue
    by Region
  Notes to the Consolidated Financial Statements
  The EMEA
    Region
  The
    Americas Region
   69




---



##### Table of Contents



Part I
  Item 5
   The APJ
    Region
  Revenue
    by Industry
    year-over-year
   70




---



##### Table of Contents



Part I
  Item 5
  Operating
    Profit and Margin
  Total
    Operating Expense
  Change2010


2009


2010 vs. 2009 millionsCost of software and software-related services


−1,823



−1,658



10
%Cost of professional services and other services


−2,071



−1,851



12
%Research and development


−1,729



−1,591



9
%Sales and marketing


−2,645



−2,199



20
%General and administration


−636



−564



13
%Restructuring


3



−198



<-100
%TomorrowNow litigation


−981



−56



>100
%Other operating income, net


9



33



−73
%Total operating expenses


−9,873



−8,084



22
%   Operating
    Profit and Operating Margin
  Change2010


2009


2010 vs. 2009 million, except for operating marginOperating profit


2,591



2,588


0%Operating margin in %


20.8



24.3


−3.5pp    Operating
    Profit and Operating Margin
  Notes to the Consolidated
    Financial Statements
  Cost of
    Software and Software-Related Services
   71




---



##### Table of Contents



Part I
  Item 5
   Cost of
    Professional Services and Other Services
        Research
    and Development
  Sales and
    Marketing
      General
    and Administration
   72




---



##### Table of Contents



Part I
  Item 5
   Segment
    Discussions
   Notes to the Consolidated Financial Statements
   Change in %Product Segment

2010


2009


2010 vs. 2009 millions, unless otherwise statedExternal revenue


9,020



7,846


15Segment expenses


−3,625



−3,115


16Segment contribution


5,395



4,731


14Segment profitability


60
%


60
%

0pp   Change in %Consulting Segment

2010


2009


2010 vs. 2009External revenue


2,714



2,498


9Segment expenses


−1,968



−1,717


15Segment contribution


746



781


−5Segment profitability


28
%


31
%

−4pp   Change in %Training Segment

2010


2009


2010 vs. 2009External revenue


362



332


9Segment expenses


−226



−217


4Segment contribution


136



115


18Segment profitability


38
%


35
%

3pp   Change in %Sybase Segment

2010


2009


2010 vs. 2009External revenue


387



0


N/ASegment expenses


−260



0


N/ASegment contribution


127



0


N/ASegment profitability


33
%


N/A


N/A      Product
    Segment
  
   73




---



##### Table of Contents



Part I
  Item 5
   Consulting
    Segment
   Training
    Segment
  e-learning.
   74




---



##### Table of Contents



Part I
  Item 5
   Sybase
    Segment
        Finance
    Income, Net
  Notes
    to the Consolidated Financial Statements
    Income
    Tax
  Notes to the
    Consolidated Financial Statements
   75




---



##### Table of Contents



Part I
  Item 5
  Our 2009
    Results Compared to our 2008 Results (IFRS) Revenue
  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
%Other service revenue


400



611



−35
%Professional services and other service revenue


2,474



3,109



−20
%Total revenue


10,672



11,575



−8
%    Total
    Revenue
    Revenue by Region Revenue by Industry
  Software
    and Software-Related Service Revenue
  
   76




---



##### Table of Contents



Part I
  Item 5
   Professional
    Services and Other Service Revenue
  
   77




---



##### Table of Contents



Part I
  Item 5
  Revenue
    by Region and Industry
  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
  The EMEA
    Region
   The
    Americas Region
   78




---



##### Table of Contents



Part I
  Item 5
   The APJ
    Region
    Revenue
    by Industry
  
    Operating
    Profit and Operating Margin
  Total
    Operating Expense
  Change2009


2008


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


−1,658



−1,672



−1
%Cost of professional services and other services


−1,851



−2,285



−19
%Research and development


−1,591



−1,627



−2
%Sales and marketing


−2,199



−2,546



−14
%General and administration


−564



−624



−10
%Restructuring


−198



−60



>100
%TomorrowNow litigation


−56



−71



−21
%Other operating income, net


33



11



>100
%Total operating expenses


−8,084



−8,874



−9
%   Operating
    Profit and Operating Margin
  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  79




---



##### Table of Contents



Part I
  Item 5
   Cost-Containment
    Measures in 2009
    Total
    Operating Expenses
    Cost of
    Software and Software-Related Services
  Cost of
    Professional Services and Other Services
    Research
    and Development
    Sales and
    Marketing
   80




---



##### Table of Contents



Part I
  Item 5
   General
    and Administration
    Operating
    Profit
  Operating
    Margin
    Segment
    Discussions
  Change in %2009


2008


2009 vs. 2008 millions, unless otherwise statedProduct SegmentExternal 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
  
   81




---



##### Table of Contents



Part I
  Item 5
   Consulting
    Segment
  Training
    Segment
        Finance
    Income, Net
   82




---



##### Table of Contents



Part I
  Item 5
   Income
    Tax
  Notes to the Consolidated Financial Statements
 Foreign
    Currency Exchange Rate Exposure
  OUTLOOK Future
    Trends in the Global Economy
   83




---



##### Table of Contents



Part I
  Item 5
   
   IT
    Market: The Outlook for 2011
   84




---



##### Table of Contents



Part I
  Item 5
   FORECAST
    FOR SAP Delivering
    on Our Strategy
  go-to-market
  Investing
    in our
    Go-to-Market
    and Customer Experience
  go-to-market
  Driving
    Growth and Lower Cost through an Open Ecosystem
   85




---



##### Table of Contents



Part I
  Item 5
   Organic
    Growth and Targeted Acquisitions
      Operational
    Targets for 2011 (Non-IFRS)
  Revenue
    and Operating Profit Outlook
  
    We expect full-year 2011 non-IFRS software and software-related
    service revenue to increase in a range of 10% to 14% at constant
    currencies (2010: 9.87 billion).
    We expect full-year 2011 non-IFRS operating profit to be in a
    range of 4.45 billion to 4.65 billion at
    constant currencies (2010: 4.01 billion), resulting
    in 2011 non-IFRS operating margin increasing in a range of 0.5
    to 1.0 percentage points at constant currencies (2010:
    32.0%).
    For the full-year 2011, we project an IFRS effective tax rate of
    27.0% to 28.0% (2010: 22.5%) and a non-IFRS effective tax rate
    of 27.5% to 28.5% (2010: 27.3%).
   86




---



##### Table of Contents



Part I
  Item 5
    SupportRevenueIFRS


Not








Non-IFRSFinancial


Recorded


Operating


Discontinued


FinancialMeasure


Under IFRS


Expenses(1)


Activities(3)


Measure millions, unless otherwise statedSoftware and software-relatedservice revenue


9,794



74



N/A



N/A



9,868Total
    revenue(2)


12,464



74



N/A



N/A



12,538Operating
    profit(2)


2,591



74



360



983



4,007Operating margin in %


20.8



0.5



2.9



7.8



32.0     (1)
    
    Included in operating expenses are
    acquisition-related charges, share-based compensation expenses,
    and restructuring charges.(2)
    
    These financial measures are the
    numerator or the denominator in the calculation of our non-IFRS
    operating margin and the comparable IFRS operating margin, and
    are included in this table for transparency.(3)
    
    The discontinued activities
    include the results of our discontinued TomorrowNow business.   Goals for
    Liquidity and Finance
    Investment
    Goals
    Proposed
    Dividend
  Premises
    on Which our Outlook Is Based
      Medium-Term
    Prospects
   87




---



##### Table of Contents



Part I
  Item 5
   LIQUIDITY
    AND CAPITAL RESOURCES OVERVIEW
  Centralized
    Financial Management
  Credit
    Facilities
  Notes to the Consolidated Financial
    Statements
  Liquidity
    Management
   88




---



##### Table of Contents



Part I
  Item 5
   Analysis
    of Net Liquidity
  Capital
    Structure Management
  Notes to
    the Consolidated Financial Statements
    Analysis
    of Net Liquidity
    2010


2009


Change in % millionsCash and cash equivalents


3,518



1,884



87Current investments


10



400



−98Total group liquidity


3,528



2,284



54Current bank loans


1



4



−75Net liquidity 1


3,527



2,280



54Non-current bank loans


1,106



2



>100Private placement transactions


1,071



697



54Bonds


2,200



0



N/ANet liquidity 2


−850



1,581



<-100  89




---



##### Table of Contents



Part I
  Item 5
   
  Consolidated Financial
    Statements
    
     
  
   90




---



##### Table of Contents



Part I
  Item 5
  Analysis
    of Consolidated Statements of Cash Flow
  Years Ended December 31,


Change in %


Change in %2010


2009


2008


2010 vs. 2009


2009 vs. 2008 millionsNet cash flows from operating activities


2,932



3,015



2,158



−3



40Net cash flows from investing activities


−3,994



−299



−3,766



>100



−92Net cash flows from financing activities


2,510



−2,166



1,281



<-100



<-100    
  
   91




---



##### Table of Contents



Part I
  Item 5
   Credit
    Facilities
   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 millionsDebt
    obligations(1)


4,960



211



2,915



1,097



737Other non-current obligations on the statement of financial
    position(2)


85



0



6



2



77Operating lease
    obligations(3)


754



210



276



158



110Purchase
    obligations(3)


461



305



95



27



34Total


6,260



726



3,292



1,284



958      (1)
    
    This represents bank loans,
    private placement transactions, bonds, other financial
    liabilities and interest thereon. 92




---



##### Table of Contents



Part I
  Item 5
   (2)
    
    Amounts mainly consist of
    employee-related liabilities. Not included in the table are
    non-current tax liabilities of 371 million, which
    include provisions for uncertainties in income taxes.(3)
    
    See Note (23) to our
    Consolidated Financial Statements for additional information
    about operating lease and purchase obligations. Our expected
    contributions to our pension and other post employment benefit
    plans are not included in the table above. We expect to
    contribute in 2011 statutory minimum and discretionary amounts
    of 1 million to our German defined benefit plans and
    31 million to our foreign defined benefit plans, all
    of which are expected to be paid as cash contributions. Our
    contributions to our German and foreign defined contribution
    plans have ranged from 100 million to
    136 million in 2008 through 2010; we expect similar
    contributions to be made in 2011.   Obligations
    under Indemnifications and Guarantees
   RESEARCH
    AND DEVELOPMENT
  CRITICAL
    ACCOUNTING ESTIMATES     
    revenue recognition;
    valuation of trade receivables;
    accounting for share-based compensation;
    accounting for income tax;
   93




---



##### Table of Contents



Part I
  Item 5
   
    accounting for business combinations;
    subsequent accounting for goodwill and other intangibles;
    accounting for legal contingencies; and
    recognition of internally generated intangible assets from
    development.
  NEW
    ACCOUNTING STANDARDS NOT YET ADOPTED
   94




---



##### Table of Contents



Part I
  Item 6
  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)


67


Chairman of the Supervisory Board


2003



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


54


Co-founder and CEO Blyk Ltd.


2002



2012Prof. Dr. Wilhelm
    Haarmann(1)(2)(4)(5)(11)


60


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


1988



2012Bernard
    Liautaud(7)(12)


48


General Partner, Balderton Capital


2008



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


68


Independent Consultant


1998



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


67


Chairman of the Supervisory Board of BMW AG


2007



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


62


Management Consultant


2005



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


66


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


2007



2012Lars Lamadé, Vice
    Chairman(4)(6)(9)(11)


39


Employee, Project Manager Service & Support


2002



2012Thomas
    Bamberger(3)(9)


43


Employee, Chief Operating Officer Operations


2007



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


42


Employee, Support Expert


2007



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


48


Employee, Developer


1993



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


44


Employee, Industry Business Development Expert


2007



2012Christiane
    Kuntz-Mayr(7)


48


Employee, Deputy Chairperson of the Works Council of SAP AG


2009



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


57


Employee, Development Project Manager


1989



2012Stefan
    Schulz(5)(6)(7)(9)(11)


41


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. 95




---



##### Table of Contents



Part I
  Item 6
   (4)
    
    Member of the General Committee.(5)
    
    Member of the Finance and
    Investment Committee.(6)
    
    Member of the Mediation Committee.(7)
    
    Member of the Technology and
    Strategy Committee.(8)
    
    Member of the Nomination Committee.(9)
    
    Elected by SAP AGs employees
    on April 23, 2007.(10)
    
    Member of the Audit Committee and
    determined to be the Audit Committee financial expert.(11)
    
    Member of the Special Committee.(12)
    
    Elected by SAP AGs
    shareholders on June 3, 2008, replaced August-Wilhelm
    Scheer who resigned from the Supervisory Board on the same day.   Mitbestimmungsgesetz
   EXECUTIVE
    BOARD   Year First


Year CurrentName

Appointed


Term ExpiresBill McDermott, Co-CEO


2008



2012Jim Hagemann Snabe, Co-CEO


2008



2012Dr. Werner Brandt


2001



2013Dr. Angelika Dammann


2010



2013Gerhard Oswald


1996



2011Vishal Sikka


2010



2012     
    In February 2010, Léo Apotheker resigned as a member of the
    Executive Board and CEO.
    In February 2010, Bill McDermott and Jim Hagemann Snabe became
    Co-CEOs, succeeding Léo Apotheker.
    In February 2010, Vishal Sikka became a member of the Executive
    Board.
    In February 2010, John Schwarz resigned as a member of the
    Executive Board.
    In February 2010, Gerhard Oswald became COO replacing Erwin
    Gunst who stepped down.
   96




---



##### Table of Contents



Part I
  Item 6
   
    In July 2010, Angelika Dammann became a member of the Executive
    Board.    Bill McDermott Co-CEO (Vorstandssprecher
  Jim Hagemann Snabe Co-CEO (Vorstandssprecher
  Werner Brandt,
  Angelika Dammann
  Gerhard Oswald,
  Vishal Sikka
   97




---



##### Table of Contents



Part I
  Item 6
   COMPENSATION
    REPORT   Compensation
    System
        
    A fixed annual salary
    A variable short-term incentive (STI) plan to reward performance
    in the plan year
    A variable medium-term incentive (MTI) plan to reward
    performance in the plan year and the two subsequent years
    A share-based long-term incentive (LTI) plan tied to the price
    of SAP stock
   
    The fixed element is paid as a monthly salary.
    The variable compensation under the STI plan depends on the SAP
    Groups performance against the KPI target values for
    non-IFRS constant currency software and software-related service
    revenue growth, non-IFRS constant currency operating margin, and
    the cash conversion rate (that is, the ratio of non-IFRS
    operating cash flow to non-IFRS profit after tax). In addition,
    the STI element has a discretionary component that allows the
    Supervisory Board, at the end of the period in question, to
    address not only an Executive Board members individual
    performance, but also SAPs performance in terms of market
    position, innovative power, customer satisfaction, employee
    satisfaction, and attractiveness as an employer. Moreover, if
    there has been any extraordinary and unforeseeable event the
    Supervisory Board can, at its reasonable discretion,
    retroactively adjust payouts up or down in the interest of SAP.
    On February 10, 2011, the Supervisory Board assessed
    SAPs performance against the agreed targets and determined
    the amount of STI
   98




---



##### Table of Contents



Part I
  Item 6
   payable. The STI pays out after the Annual General Meeting of
    Shareholders in May 2011.
    The variable compensation under the MTI plan depends on the SAP
    Groups performance over the three years 2010 to 2012
    against the KPI target values for software and software-related
    service revenue growth and earnings per share (both of which are
    non-IFRS, constant currency values). In addition, the MTI
    element has a discretionary component that allows the
    Supervisory Board, at the end of the period in question, to
    address not only an Executive Board members individual
    performance, but also SAPs performance over the three
    years 2010 to 2012 in terms of market position, innovative
    power, customer satisfaction, employee satisfaction, and
    attractiveness as an employer.
   
    The LTI component consists of the issue of virtual stock options
    under the terms of the 2010 stock option (SAP
    SOP 2010) plan. For the terms and detail of the SAP
    SOP 2010 plan, see the Notes to Consolidated Financial
    Statementssection, Note (28). The number of virtual stock
    options to be issued to each member of the Executive Board in
    2010 by way of long-term incentive was decided by the
    Supervisory Board on July 6, 2010, with effect from
    September 9, 2010, and reflects the fair value of the
    virtual stock options awarded.
   Amount of
    Compensation
    Long-TermPerformance-Related


IncentiveFixed Elements


Element


ElementsDirectors


Share-BasedProfit-


CompensationSalary


Other(1)


Sharing (STI)


(SAP SOP
    2010)(2)


Total(000)Bill McDermott (co-CEO from February 7,
    2010)(3)


1,355.2



196.4



1,920.6



950.0



4,422.2Jim Hagemann Snabe (co-CEO from February 7, 2010)


1,150.0



114.5



1,648.7



950.0



3,863.2Dr. Werner Brandt


700.0



18.4



997.7



577.0



2,293.1Dr. Angelika Dammann (member from July 1, 2010)


350.0



106.4



498.9



288.5



1,243.8Gerhard Oswald


700.0



97.6



997.7



577.0



2,372.3Vishal Sikka (member from February 7,
    2010)(7)


697.3



215.4



969.9



577.0



2,459.6Léo Apotheker (CEO and member until February 7,
    2010)(4)


187.5



37.5











225.0Erwin Gunst (member until January 31,
    2010)(5)


113.8



9.0











122.8John Schwarz (member until February 11,
    2010)(6)


164.5



7.4











171.9Total


5,418.3



802.6



7,033.5



3,919.5



17,173.9  99




---



##### Table of Contents



Part I
  Item 6
    (1)
    
    Insurance contributions, benefits
    in kind, expenses for maintenance of two households due to work
    abroad, reimbursement legal and tax advice fees, nonrecurring
    payments, security services(2)
    
    Fair value at the time of grant(3)
    
    Includes discrete payments arising
    through application of the fixed exchange-rate clause to the
    following items: salary for 2010:  205,200; profit-sharing
    bonus for 2010:  271,900(4)
    
    Léo Apothekers
    appointment as CEO and member of the Executive Board ended on
    February 7, 2010. His contract with SAP AG ended on
    March 31, 2010.(5)
    
    Erwin Gunsts appointment as
    member of the Executive Board ended on January 31, 2010.
    His contract with SAP AG ended on March 31, 2010.(6)
    
    John Schwarzs appointment as
    member of the Executive Board ended on February 11, 2010.
    His contract with SAP AG ended on March 31, 2010. Includes
    discrete payments arising through application of the fixed
    exchange-rate clause to the following items: Salary for 2010:
     4,900(7)
    
    Includes discrete payments arising
    through application of the fixed exchange-rate clause to the
    following items: salary for 2010:  70,100; profit-sharing
    bonus for 2010:  76,100    MTI 2010TargetPayouts 2013(000)Bill McDermott (co-CEO from February 7, 2010)


820.0Jim Hagemann Snabe (co-CEO from February 7, 2010)


820.0Dr. Werner Brandt


495.5Dr. Angelika Dammann (member from July 1, 2010)


247.8Gerhard Oswald


495.5Vishal Sikka (member from February 7, 2010)


443.9Total


3,322.7     2010 GrantsFairFair





Value


TotalValue per


Total Fair


per


FairRight at


Value at


Right on


Value onTime of


Time of


Dec. 31,


Dec. 31,Quantity


Grant


Grant


2010


2010


(000)





(000)Bill McDermott (co-CEO from February 7, 2010)


135,714



7.00



950.0



8.19



1,111.5Jim Hagemann Snabe (co-CEO from February 7, 2010)


135,714



7.00



950.0



8.19



1,111.5Dr. Werner Brandt


82,428



7.00



577.0



8.19



675.1Dr. Angelika Dammann (member from July 1, 2010)


41,214



7.00



288.5



8.19



337.5Gerhard Oswald


82,428



7.00



577.0



8.19



675.1Vishal Sikka (member from February 7, 2010)


82,428



7.00



577.0



8.19



675.1Total


559,926







3,919.5







4,585.8  100




---



##### Table of Contents



Part I
  Item 6
    Performance-


Long-TermRelated


Incentive ElementElement


Share-BasedFixed Elements


Directors


CompensationSalary


Other(1)


Profit-Sharing


(SAP SOP
    2009)(2)


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


312.5



7.4



2,026.2







2,346.1Léo Apotheker (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 (member 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     (1)
    
    Insurance contributions, benefits
    in kind, expenses for maintenance of two households due to work
    abroad, reimbursement legal and tax advice fees, leave
    compensation(2)
    
    Fair value at the time of grant(3)
    
    Includes discrete payments arising
    through application of the fixed exchange-rate clause to the
    following items: salary for 2008:  29,600; profit-sharing
    bonus for 2008:  53,200; salary for 2009:  47,500;
    profit-sharing bonus for 2009:  91,900(4)
    
    Includes discrete payments arising
    through application of the fixed exchange-rate clause to the
    following items: salary for 2009:  5,000; profit-sharing
    bonus for 2009:  29,000 101




---



##### Table of Contents



Part I
  Item 6
  Share-Based
    Compensation Under SOP Performance Plan 2009
  2009 AllocationsTotal FairValue ofLong-TermFair Value


Incentive


Fair Value


Totalper Right


Elements


per Right on


Value onat Time of


at Time of


Dec. 31,


Dec. 31,Quantity


Grant


Grant


2009


2009


(000)





(000)Bill McDermott (co-CEO from February 7, 2010)


102,670



5.62



577.0



4.89



167.4Jim Hagemann Snabe (co-CEO from February 7, 2010)


102,670



5.62



577.0



4.89



167.4Dr. Werner Brandt


102,670



5.62



577.0



4.89



167.4Gerhard Oswald


102,670



5.62



577.0



4.89



167.4Léo Apotheker (CEO and member until February 7,
    2010)(1)


169,040



5.62



950.0



4.89



275.5Erwin Gunst (member until January 31,
    2010)(2)


102,670



5.62



577.0



4.89



167.4John Schwarz (member until February 11,
    2010)(3)


102,670



5.62



577.0



4.89



167.4Total


785,060







4,412.0







1,279.9     (1)
    
    Léo Apothekers
    appointment as CEO and member of the Executive Board ended on
    February 7, 2010. His contract with SAP AG ended on
    March 31, 2010.(2)
    
    Erwin Gunsts appointment as
    member of the Executive Board ended on January 31, 2010.
    His contract with SAP AG ended on March 31, 2010.(3)
    
    John Schwarzs appointment as
    member of the Executive Board ended on February 11, 2010.
    His contract with SAP AG ended on March 31, 2010.   End-of-Service
    Benefits  Regular
    End-of-Service
    Undertakings
  Retirement
    Pension Plan
  
   102




---



##### Table of Contents



Part I
  Item 6
   
    Bill McDermott and Vishal Sikka have rights to future benefits
    under the pension plan of SAP America. The pension plan of SAP
    America is a cash balance plan that on retirement provides
    either monthly pension payments or a lump sum. The pension
    becomes available from the beneficiarys
    65th birthday. Subject to certain conditions, the plan also
    provides earlier payment or invalidity benefits. The SAP America
    pension plan closed with effect from January 1, 2009.
    Interest continues to be paid on the earned rights to benefits.
    SAP also made contributions to a third-party pension plan for
    Bill McDermott and Vishal Sikka. SAPs contributions
    reflect Bill McDermotts and Vishal Sikkas payments
    into this pension plan. Additionally in view of the close of the
    SAP America pension plan, SAP adjusted its payments to this
    non-SAP pension plan. In 2010, SAP paid contributions for Bill
    McDermott totaling 765,700 (2009: 199,600) and for
    Vishal Sikka totaling 153,200.
   
    Instead of paying for entitlements under the pension plan for
    Executive Board members, SAP pays equivalent amounts to a
    non-SAP pension plan for Jim Hagemann Snabe. In 2010, SAP paid
    contributions totaling 283,100 (2009: 108,400).
    Gerhard Oswalds performance-based retirement plan was
    discontinued when SAP introduced a contributory retirement
    pension plan. The pension benefits are derived from any accrued
    entitlements on December 31, 1999, under performance-based
    pension agreements and a salary-linked contribution for the
    period commencing January 1, 2000.
    Léo Apothekers agreement provided only for a
    retirement pension, but not for a surviving dependants or
    disability pension. The pension contribution reflected his
    participation in the French social security system in that the
    employer contributions paid by SAP under the French social
    insurance plan are deducted from it.
    SAP made no retirement pension plan contributions in respect of
    John Schwarz in 2009 and 2010.
   103




---



##### Table of Contents



Part I
  Item 6
    LéoApo the-Bill Mc





Dr.





Vishal


ker (CEO


ErwinDermott





Angelika





Sikka


and


Gunst(co-CEO





Dammann





(Member


Member


(Memberfrom


Dr.


(Member





from


until


untilFebruary


Werner


from July


Gerhard


February


February


January7, 2010)


Brandt


1, 2010)


Oswald


7, 2010)


7, 2010)


31, 2010)


Total(000)PBO January 1, 2009


955.0



701.8







3,099.1







439.8



389.2



5,584.9Less plan assets market value January 1, 2009


33.3



624.0







2,636.6







658.8



48.1



4,000.8Accrued January 1, 2009


921.7



77.8







462.5







−219.0



341.1



1,584.1PBO change in 2009


3.1



201.0







527.1







88.4



92.0



911.6Plan assets change in 2009


9.2



31.1







237.6







29.2



97.4



404.5PBO December 31, 2009


958.1



902.8







3,626.2







528.2



481.2



6,496.5Less plan assets market value December 31, 2009


42.5



655.1







2,874.2







688.0



145.5



4,405.3Accrued December 31, 2009


915.6



247.7







752.0







−159.8



335.7



2,091.2Accrued January 1, 2010 (new Board members)










0.0







0.2











0.2PBO change in 2010


115.1



381.5



62.9



501.2



13.3



93.2



−370.2



797.0Plan assets change in 2010


10.1



266.6



78.7



500.7



11.8



29.2



38.3



935.4PBO December 31, 2010


1,073.2



1,284.3



62.9



4,127.4



46.7



621.4



111.0



7,326.9Less plan assets market value December 31, 2010


52.6



921.7



78.7



3,374.9



45.0



717.2



183.8



5,373.9Accrued December 31, 2010


1,020.6



362.6



−15.8



752.5



1.7



−95.8



−72.8



1,953.0     Vested on


Vested onDecember 31,


December 31,2010


2009(000)Bill McDermott (co-CEO from February 7,
    2010)(1)


101.1



124.2Dr. Werner Brandt


72.9



54.1Dr. Angelika Dammann (member from July 1, 2010)


3.5



Gerhard Oswald


228.1



208.4Vishal Sikka (member from February 7,
    2010)(1)


6.3



Léo Apotheker (CEO and member until February 7, 2010)


45.5



45.5Erwin Gunst (member until January 31, 2010)


8.8



34.4     (1)
    
    The rights shown here for Bill
    McDermott and Vishal Sikka refer solely to rights under the SAP
    America, Inc. pension plan.     
  
   104




---



##### Table of Contents



Part I
  Item 6
   Postcontractual
    Noncompete Provisions
  12-month
  
      Net PresentValue ofPostcontractualContract

NoncompeteTerm

AbstentionExpires

Payment(000)Bill McDermott (co-CEO from February 7, 2010)

June 30, 2012


4,313.0Jim Hagemann Snabe (co-CEO from February 7, 2010)

June 30, 2012


3,767.8Dr. Werner Brandt

December 31, 2013


2,116.3Dr. Angelika Dammann (member from July 1, 2010)

June 30, 2013


1,174.8Gerhard Oswald

December 31, 2011


2,335.4Vishal Sikka (member from February 7, 2010)

December 31, 2012


2,357.6Total




16,064.9      Early
    End-of-Service
    Undertakings
  Severance
    Payments
  Postcontractual
    Noncompete Provisions
   105




---



##### Table of Contents



Part I
  Item 6
   Permanent
    Disability
    Payments
    to Executive Board Members Retiring in 2010
    
    Léo Apotheker received monthly abstention compensation of
    183,300, corresponding to 50% of his final average
    contractual compensation, in consideration of an agreed
    12-month
    postcontractual noncompete period. Due to Léo
    Apothekers taking on new employment, the abstention
    compensation was ended on October 31, 2010.
    He received a payment of 3,168,500 in relation to the
    early termination of his contract, in accordance with the
    agreement on payments for early termination.
    Upon termination of his employment contract, Léo Apotheker
    received compensation for unused leave totaling 459,500.    
    He received a payment of 2,036,000 in accordance with the
    agreements on payments for early termination for health reasons.
   
    We have set aside the postcontractual noncompete provisions in
    his contract. No payment was made by SAP.    
    In February 2010, we waived the postcontractual noncompete
    provisions in his contract. The postcontractual noncompete
    provisions were subject to a termination notice of
    six months. As he retired at the end of March 2010, he
    received monthly abstention compensation of 141,900,
    corresponding to 50% of his final average contractual
    compensation for the remaining noncompete period of five months.
    John Schwarz received a payment of 2,934,500 in relation
    to the early termination of his contract, in accordance with the
    agreements on payments for early termination.
    Upon termination of his employment contract, John Schwarz
    received compensation for unused leave totaling 70,500.
    For the above mentioned amounts in euros payable in
    U.S. dollars the agreed fixed exchange rate of 1 =
    US$1.55664 based on the employment contract dated June 30,
    2009 was applied.
   106




---



##### Table of Contents



Part I
  Item 6
   Payments
    to Former Executive Board Members
    Executive
    Board Members Long-Term Incentives
  Notes to the Consolidated Financial Statements
  SAP
    SOP 2010
      ExercisableRights ofRetiredMembersRights





of theAllocation on


Exercised





Executive


Forfeited


Holding onSeptember 9, 2010


in 2010





Board


Rights


December 31, 2010Strike


Quantity


Remaining


Quantity


Price on


Quantity


Quantity


Quantity


RemainingYear


Price


of


Term in


of


Exercise


of


of


of


Term inGranted


per Share


Options


Years


Options


Date


Options


Options


Options


YearsBill McDermott (co- CEO from February 7, 2010)


2010



40.80



135,714



7.00



















135,714



6.69Jim Hagemann Snabe (co-CEO from February 7, 2010)


2010



40.80



135,714



7.00



















135,714



6.69Dr. Werner Brandt


2010



40.80



82,428



7.00



















82,428



6.69Dr. Angelika Dammann (member from July, 1, 2010)


2010



40.80



41,214



7.00



















41,214



6.69Gerhard Oswald


2010



40.80



82,428



7.00



















82,428



6.69Vishal Sikka (member from February 7, 2010)


2010



40.80



82,428



7.00



















82,428



6.69Total










559,926























559,926      SOP Performance
    Plan 2009
  
   107




---



##### Table of Contents



Part I
  Item 6
   
   
   SOP Performance
    Plan 2009 Stock Options
   ExercisableRights ofRetiredMembersRights





of theHolding on


Exercised





Executive


Forfeited


Holding onJanuary 1, 2010


in 2010





Board


Rights


December 31, 2010Strike


Quantity


Remaining


Quantity


Price on


Quantity


Quantity


Quantity


RemainingYear


Price


of


Term in


of


Exercise


of


of


of


Term inGranted


per Share


Options


Years


Options


Date


Options


Options


Options


YearsBill McDermott (co- CEO from February 7, 2010)


2009



variable



102,670



4.35



















102,670



3.35Jim Hagemann Snabe (co-CEO from February 7, 2010)


2009



variable



102,670



4.35



















102,670



3.35Dr. Werner Brandt


2009



variable



102,670



4.35



















102,670



3.35Gerhard Oswald


2009



variable



102,670



4.35



















102,670



3.35Vishal Sikka (member from February 7,
    2010)(1)


2009



variable



35,588



4.35



















35,588



3.35Léo Apotheker (CEO and member until February 7,
    2010)(2)


2009



variable



169,040



4.35











−169,040











3.35John Schwarz (member until February 11,
    2010)(3)


2009



variable



102,670



4.35











−102,670











3.35Total










717,978















−271,710







446,268     (1)
    
    The holding was allocated before
    appointment to the Executive Board.(2)
    
    Léo Apothekers
    appointment as CEO and member of the Executive Board ended on
    February 7, 2010. His contract with SAP AG ended on
    March 31, 2010.(3)
    
    John Schwarzs appointment as
    member of the Executive Board ended on February 11, 2010.
    His contract with SAP AG ended on March 31, 2010.     SAP
    SOP 2007
   
   108




---



##### Table of Contents



Part I
  Item 6
  SAP
    SOP 2007 Stock Options
  ExercisableRights ofRetiredMembersRights





of theHolding on


Exercised





Executive


Forfeited


Holding onJanuary 1, 2010


in 2010





Board


Rights


December 31, 2010Strike


Quantity


Remaining


Quantity


Price on


Quantity


Quantity


Quantity


RemainingYear


Price


of


Term in


of


Exercise


of


of


of


Term inGranted


per Share


Options


Years


Options


Date


Options


Options


Options


YearsBill McDermott (co-CEO from February 7,
    2010)(1)


2007



39.28



62,508



2.23



















62,508



1.232008



35.96



70,284



3.18



















70,284



2.18Jim Hagemann Snabe (co-CEO from February 7,
    2010)(1)


2007



39.28



37,505



2.23



















37,505



1.232008



35.96



56,228



3.18



















56,228



2.18Dr. Werner Brandt


2007



39.28



72,216



2.23



















72,216



1.232008



35.96



81,200



3.18



















81,200



2.18Gerhard Oswald


2007



39.28



72,216



2.23



















72,216



1.232008



35.96



81,200



3.18



















81,200



2.18Vishal Sikka (member from February 7,
    2010)(1)


2007



39.28



12,502



2.23



















12,502



1.232008



35.96



17,571



3.18



















17,571



2.18Léo Apotheker (CEO and member until February 7,
    2010)(2)


2007



39.28



79,093



2.23











−79,093











1.232008



35.96



88,933



3.18











−88,933











2.18Erwin Gunst (member until January 31,
    2010)(3)


2007



39.28



56,258



2.23











−56,258











1.232008



35.96



70,284



3.18











−70,284











2.18John Schwarz (member until February 11,
    2010)(4)


2008



35.96



81,200



3.18











−81,200











2.18Total










939,198















−375,768







563,430     (1)
    
    The holding was allocated before
    appointment to the Executive Board.(2)
    
    Léo Apothekers
    appointment as CEO and member of the Executive Board ended on
    February 7, 2010. His contract with SAP AG ended on
    March 31, 2010.(3)
    
    Erwin Gunsts appointment as
    member of the Executive Board ended on January 31, 2010.
    His contract with SAP AG ended on March 31, 2010.(4)
    
    John Schwarzs appointment as
    member of the Executive Board ended on February 11, 2010.
    His contract with SAP AG ended on March 31, 2010.   Incentive
    Plan 2010
   SAP
    SOP 2002
   109




---



##### Table of Contents



Part I
  Item 6
   one-to-three
  Notes to the Consolidated
    Financial Statements
   SAP
    SOP 2002 Stock Options
  ExercisableRights ofRetiredHolding











Memberson





Rights





of the





Holding onJanuary





Exercised





Executive


Forfeited


December1, 2010





in 2010





Board


Rights


31, 2010Strike


Quantity


Remaining


Quantity


Price on


Quantity


Quantity


Quantity


RemainingYear


Price


of


Term in


of


Exercise


of


of


of


Term inGranted


per Share


Shares


Years


Shares


Date


Shares


Shares


Shares


Years











Bill McDermott (co- CEO from February 7,
    2010)(1)


2006



46.48



77,296



1.10



















77,296



0.10Jim Hagemann Snabe (co-CEO from February 7,
    2010)(1)


2005



33.55



51,180



0.11



−22,008



33.67







−29,172







0.002006



46.48



37,164



1.10



















37,164



0.10Dr. Werner Brandt


2005



33.55



149,980



0.11



−64,496



33.67







−85,484







0.002006



46.48



87,292



1.10



















87,292



0.10Gerhard Oswald


2005



33.55



149,980



0.11



−64,496



33.67







−85,484







0.002006



46.48



87,292



1.10



















87,292



0.10Vishal Sikka (member from February 7,
    2010)(1)


2006



46.48



7,436



1.10



















7,436



0.10Léo Apotheker (CEO and member until February 7,
    2010)(2)


2005



33.55



149,980



0.11



−64,496



33.67







−85,484







0.002006



46.48



95,604



1.10











−95,604











0.10Erwin Gunst (member until January 31,
    2010)(3)


2005



33.55



61,264



0.11



−26,344



33.67







−34,920







0.002006



46.48



44,596



1.10











−44,596











0.10Total










999,064







−241,840







−140,200



−320,544



296,480     (1)
    
    The holding was allocated before
    appointment to the Executive Board.(2)
    
    Léo Apothekers
    appointment as CEO and member of the Executive Board ended on
    February 7, 2010. His contract with SAP AG ended on
    March 31, 2010. 110




---



##### Table of Contents



Part I
  Item 6
   (3)
    
    Erwin Gunsts appointment as
    member of the Executive Board ended on January 31, 2010.
    His contract with SAP AG ended on March 31, 2010.   LTI Plan
    2000
  one-to-three
   LTI
    Plan 2000 Convertible Bonds
  ExerciseableRights ofRetiredMembersRights





of theHolding on


Exercised





Executive





Holding onJanuary 1, 2010


in 2010





Board


Forfeited


December 31, 2010Remaining





Price on





Rights





RemainingYear


Strike Price


Quantity


Term in


Quantity of


Exercise


Quantity of


Quantity of


Quantity of


Term inGranted


per Share


of Shares


Years


Shares


Date


Shares


Shares


Shares


Years











Dr. Werner Brandt


2001



47.81



20,000



1.14



















20,000



0.142002



37.88



120,000



2.14



















120,000



1.14Gerhard Oswald


2000



72.58



65,700



0.14















−65,700







02001



47.81



88,000



1.14



















88,000



0.14Léo Apotheker (CEO and member until February 7,
    2010)(1)


2001



47.81



120,000



1.14











−120,000











0.142002



37.88



70,000



2.14











−70,000











1.14Total










483,700















−190,000



−65,700



228,000     (1)
    
    Léo Apo thekers
    appointment as CEO and member of the Executive Board ended on
    February 7, 2010. His contract with SAP AG ended on
    March 31, 2010.    111




---



##### Table of Contents



Part I
  Item 6
  Total
    Expense for Share-Based Compensation
   2010


2009(000)Bill McDermott (co-CEO from February 7, 2010)


382.9



339.3Jim Hagemann Snabe (co-CEO from February 7, 2010)


373.8



318.3Dr. Werner Brandt


355.2



351.8Dr. Angelika Dammann (member from July 1, 2010)


28.1



Gerhard Oswald


355.2



351.8Vishal Sikka (member from February 7, 2010)


151.8



Léo Apotheker (CEO and member until February 7,
    2010)(1)


575.0



376.3Erwin Gunst (member until January 31,
    2010)(1)


371.7



343.1John Schwarz (member until February 11,
    2010)(1)


393.8



397.0Total


2,987.5



2,477.6     (1)
    
    Materially, the expense recorded
    in the report year reflects the fact that the rights did not
    expire on retirement but subsist until the end of the plan. IFRS
    2 requires that it be immediately recognized at full fair value.      SHAREHOLDINGS
    AND TRANSACTIONS OF EXECUTIVE BOARD MEMBERS












|                                                                                 |  |                  |                  |  |             |  |                  |          |  |  |                 |  |  |  |         | 
|-------------------------------------------------------------------------------- |  | ---------------- | ---------------- |  | ----------- |  | ---------------- | -------- |  |  | --------------- |  |  |  | ------- | 
|                                                                                 |  | Transaction Date |                  |  | Transaction |  |                  | Quantity |  |  | Unit Price in  | 
|                                                                                
|Jim Hagemann Snabe                                                               |  |                  | February 1, 2010 |  |             |  | Stock
    sale(1 | )        |  |  | 22,008          |  |  |  | 33.6677 | 
|Gerhard Oswald                                                                   |  |                  | February 1, 2010 |  |             |  | Stock
    sale(1 | )        |  |  | 64,496          |  |  |  | 33.6677 | 
|Léo Apotheker (CEO and member of the Executive Board until
    February 7, 2010) |  |                  | February 1, 2010 |  |             |  | Stock
    sale(1 | )        |  |  | 64,496          |  |  |  | 33.6677 | 
|Dr. Werner Brandt                                                                |  |                  | February 1, 2010 |  |             |  | Stock
    sale(1 | )        |  |  | 64,496          |  |  |  | 33.6677 | 
|Dr. Angelika Dammann (member of the Executive Board from
    July 1, 2010)       |  |                  | August 23, 2010  |  |             |  | Stock purchase   |          |  |  | 1,420           |  |  |  | 35.38   | 









|    |  |                                             
|--- |  | --------------------------------------------
|(1) |  | Sale of shares in line with SAP
    SOP 2002









Executive
    Board: Other Information







112



---



##### Table of Contents



Part I
  Item 6
   Compensation
    for Supervisory Board Members Compensation
    System
  
   113




---



##### Table of Contents



Part I
  Item 6
  Amount of
    Compensation
    2010


2009Compensation


Variable








CompensationFixed


for Committee


Compen-





Fixed


for Committee


VariableCompensation


Work


sation


Total


Compensation


Work


Compensation


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


100.0



60.0



150.0



310.0



75.0



20.0



125.0



220.0Lars Lamadé (deputy chairperson)


70.0



1.7



130.0



201.7



50.0



2.5



100.0



152.5Pekka Ala-Pietilä


50.0



20.0



100.0



170.0



37.5



5.0



62.5



105.0Thomas Bamberger


50.0



15.0



100.0



165.0



37.5



2.5



62.5



102.5Panagiotis Bissiritsas


50.0



20.0



100.0



170.0



37.5



5.0



62.5



105.0Willi Burbach


50.0



10.0



100.0



160.0



37.5



5.0



62.5



105.0Prof. Dr. Wilhelm Haarmann


50.0



31.7



100.0



181.7



37.5



10.0



62.5



110.0Peter Koop


50.0



10.0



100.0



160.0



37.5



4.8



62.5



104.8Christiane Kuntz-Mayr


50.0



10.0



100.0



160.0



37.5



2.3



62.5



102.3Bernard Liautaud


50.0



10.0



100.0



160.0



37.5



2.5



62.5



102.5Dr. Gerhard Maier


50.0



25.0



100.0



175.0



37.5



5.0



62.5



105.0Dr. h.c. Hartmut Mehdorn


50.0



10.0



100.0



160.0



37.5



2.5



62.5



102.5Prof. Dr.-Ing. Dr. h.c. Dr.-Ing. E.h. Joachim Milberg


50.0



35.0



100.0



185.0



37.5



10.0



62.5



110.0Dr. Erhard Schipporeit


50.0



35.0



100.0



185.0



37.5



7.5



62.5



107.5Stefan Schulz


50.0



21.7



100.0



171.7



37.5



5.0



62.5



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


50.0



10.0



100.0



160.0



37.5



2.5



62.5



102.5Total


870.0



325.0



1,680.0



2,875.0



650.0



92.1



1,100.0



1,842.1    
  Long-Term
    Incentives for the Supervisory Board
   114




---



##### Table of Contents



Part I
  Item 6
   Shareholdings
    and Transactions of Supervisory Board Members
  
      Transactions
    in SAP Shares
  Transaction Date

Transaction

Quantity


Unit Price in Thomas
    Bamberger(1)


February 1, 2010



Stock sale



4,404



33.6677Stefan
    Schulz(1)


February 1, 2010



Stock sale



300



33.6677Dr. Gerhard
    Maier(2)


November 15, 2010



Stock sale



7,000



36.40     (1)
    
    Sale of shares in line with SAP
    SOP 2002(2)
    
    Sale of shares in line with the
    LTI Plan 2000     Supervisory
    Board: Other Information
  
   115




---



##### Table of Contents



Part I
  Item 6
  Employees Headcount
    December 31, 2010


December 31, 2009


December 31, 2008Asia











Asia











AsiaPacific











Pacific











PacificFull-time equivalents

EMEA(1)


Americas


Japan


Total


EMEA(1)


Americas


Japan


Total


EMEA(1)


Americas


Japan


TotalSoftware and software-related services


3,804



1,827



2,254



7,885



3,227



1,276



1,919



6,422



3,269



1,306



1,891



6,466Professional services and other services


6,787



3,955



2,410



13,152



6,635



3,473



2,240



12,348



7,326



4,142



2,583



14,051Research and development


8,617



3,154



4,113



15,884



8,525



2,534



3,755



14,814



8,687



2,767



4,094



15,548Sales and marketing


4,593



4,214



2,180



10,987



4,202



3,559



1,752



9,513



4,645



4,014



2,042



10,701General and administration


2,053



1,005



518



3,576



1,919



724



408



3,051



1,996



788



459



3,243Infrastructure


1,135



628



266



2,029



854



408



174



1,436



905



445



185



1,535SAP Group (December 31)


26,989



14,783



11,741



53,513



25,362



11,974



10,248



47,584



26,828



13,462



11,254



51,544thereof Sybase


813



1,866



1,047



3,726SAP Group (average)


25,929



13,164



10,877



49,970



25,927



12,288



10,554



48,769



26,561



13,872



11,128



51,561     (1)
    
    Europe, Middle east, Africa   
  
   116




---



##### Table of Contents



Part I
  Item 6,
    7
   Employee
    Relations and Labor Unions
  SHARE
    OWNERSHIP Beneficial
    Ownership of Shares
   SHARE-BASED
    COMPENSATION PLANS Share-Based
    Compensation
   ITEM 7. MAJOR
    SHAREHOLDERS AND RELATED-PARTY TRANSACTIONS MAJOR
    SHAREHOLDERS
   117




---



##### Table of Contents



Part I
  Item 7
   
  
   Ordinary SharesBeneficially Owned% ofMajor Shareholders

Number


OutstandingDietmar Hopp,
    collectively(1)


75,273,200



6.132
%Hasso Plattner, Chairperson Supervisory Board,
    collectively(2)


122,148,302



9.951
%Klaus Tschira,
    collectively(3)


93,079,595



7.583
%Executive Board Members as a group (6 persons)


13,747



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


122,156,188



9.952
%Executive Board Members and Supervisory Board Members as a
    group
    (22 persons)(4)


122,169,935



9.953
%Options and convertible bonds that are vested and exercisable
    within 60 days of March 3, 2011, held by Executive
    Board Members and Supervisory Board Members,
    collectively(5)


35,075



N/A      (1)
    Represents 75,273,200 ordinary shares beneficially owned by
    Dietmar Hopp, including 3,404,000 ordinary shares owned by DH
    Besitzgesellschaft mbH & Co. KG (formerly known as
    Golf Club St. Leon-Rot GmbH & Co. Betriebs-oHG) of
    which DH Verwaltungs-GmbH is the general partner and 71,869,200
    ordinary shares owned by Dietmar Hopp Stiftung, GmbH.
    Mr. Hopp exercises voting and dispositive powers of the
    ordinary shares held by such entities. The foregoing information
    is based solely on a Schedule 13G filed by Dietmar Hopp and
    Dietmar Hopp Stiftung, GmbH on February 15, 2011.(2)
    Includes Hasso Plattner Förderstiftung gGmbH and Hasso
    Plattner GmbH & Co. Beteiligungs-KG in which Hasso
    Plattner exercises sole voting and dispositive power.(3)
    Includes Klaus Tschira Stiftung gGmbH and Dr. h. c. Tschira
    Beteiligungs GmbH & Co. KG in which Klaus Tschira
    exercises sole voting and dispositive power.(4)
    We believe each of the other members of the Supervisory Board
    and the Executive Board beneficially owns less than 1% of SAP
    AGs ordinary shares as of March 3, 2011.(5)
    Includes 2,675 stock options and 32,400 convertible bonds. Each
    of these stock options and convertible bonds entitles the
    holder, if exercised or converted, to four SAP AG ordinary
    shares. 118




---



##### Table of Contents



Part I
  Item 7,
    8
   RELATED-PARTY
    TRANSACTIONS    ITEM 8.
    FINANCIAL INFORMATION CONSOLI
    DATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
    SCHEDULE  OTHER
    FINANCIAL INFORMATION Legal
    Proceedings
   Dividend
    Policy
    Significant
    Changes
    Acquisitions
   119




---



##### Table of Contents



Part I
  Item 9
   ITEM 9. THE
    OFFER AND LISTING
  General
  
   Trading
    on the Frankfurt Stock Exchange and the NYSE   Price perOrdinary
    Share (1)


DAX(2)


Price per ADRHigh


Low


High


Low


High


LowIn 


In points


In US$Annual Highs and Lows2006


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



31.692010


38.40



31.12



7,077.99



5,434.34



54.08



41.59Quarterly Highs and Lows2009First 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



44.282010First Quarter


35.86



31.12



6,156.85



5,434.34



50.64



42.81Second Quarter


37.68



33.97



6,332.10



5,670.04



49.93



41.59Third Quarter


37.86



34.46



6,351.60



5,816.20



49.84



43.54Fourth Quarter


38.40



35.84



7,077.99



6,134.21



54.08



46.93Monthly Highs and Lows2010July


37.86



35.04



6,209.76



5,816.20



48.61



45.03August


35.61



34.46



6,351.60



5,899.50



47.11



43.54September


37.09



35.19



6,298.30



6,083.85



49.84



44.72October


38.30



36.18



6,639.21



6,134.21



54.08



49.63November


37.39



35.84



6,879.66



6,604.86



52.98



46.93December


38.40



36.24



7,077.99



6,866.63



50.76



47.592011January


42.22



37.45



7,155.58



6,857.06



57.90



48.76February


44.67



42.55



7,426.81



7,130.50



60.56



58.49March (through March 3, 2011)


44.10



43.67



7,225.96



7,181.12



61.67



59.83  120




---



##### Table of Contents



Part I
  Item 9,
    10
    (1)
    Share prices for 2006 are retrospectively adjusted for the
    effect of the fourfold increase in the number of shares
    resulting from the capital increase which became effective
    December 15, 2006.(2)
    The DAX is a continuously updated, capital-weighted performance
    index of 30 German blue chip companies. In principle, the shares
    included in the DAX are selected on the basis of their stock
    exchange turnover and the issuers free-float market
    capitalization. Adjustments to the DAX are made for capital
    changes, subscription rights and dividends.   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
   121




---



##### Table of Contents



Part I
  Item 10
   The
    Supervisory Board
      Mitbestimmungsgesetz
  
   122




---



##### Table of Contents



Part I
  Item 10
   Audit Committee Prüfungsausschuss
  General Committee (Präsidialausschuss)
  Compensation Committee (Personalausschuss) Gesetz zur
    Angemessenheit der Vorstandsvergütung
   123




---



##### Table of Contents



Part I
  Item 10
   Finance and Investment Committee (Finanz- und
    Investitionsausschuss)
  Mitbestimmungsgesetz Mediation Committee
    (Vermittlungsausschuss)
  Strategy and Technology Committee (Strategie- und
    Technologieausschuss)
  Nomination Committee (Nominierungsausschuss)
  Special Committee Sonderausschuss
  The
    Executive Board
      Prokurist
   124




---



##### Table of Contents



Part I
  Item 10
   
  http://www.
    sap.com/about/governance/statement/index.epx
   125




---



##### Table of Contents



Part I
  Item 10
   sub-committees.
  The
    Annual General Meeting of Shareholders
     CHANGE IN
    CONTROL
  Wertpapiererwerbs- und Übernahmegesetz Bundesanstalt
    für Finanzdienstleistungsaufsicht
   126




---



##### Table of Contents



Part I
  Item 10
   CHANGE IN
    SHARE CAPITAL
   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 or for treasury shares;
    dissolution;
   127




---



##### Table of Contents



Part I
  Item 10
   
    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
    Preemptive
    Rights
  Bezugsrecht
  Liquidation
    Disclosure
    of Shareholdings
  Wertpapierhandelsgesetz
  Exchange
    Controls and Other Limitations Affecting Security
    Holders
  Deutsche Bundesbank
   128




---



##### Table of Contents



Part I
  Item 10
   TAXATION General
  German
    Taxation
      German
    Taxation of Dividends
   129




---



##### Table of Contents



Part I
  Item 10
   http://www.bzst.de).
  Refund
    Procedures for U.S. Holders
   20007-1998, (http://www.bzst.de).
  19176-6052.
   130




---



##### Table of Contents



Part I
  Item 10
   German
    Taxation of Capital Gains
  German
    Gift and Inheritance Tax
   131




---



##### Table of Contents



Part I
  Item 10
   Other
    German Taxes
    U.S.
    Taxation
  U.S.
    Taxation of Dividends
   132




---



##### Table of Contents



Part I
  Item 10
   
  U.S.
    Taxation of Capital Gains
   133




---



##### Table of Contents



Part I
  Item 10,
    11
   U.S.
    Foreign Tax Credit
    U.S.-source
  Passive
    Foreign Investment Company Considerations
   MATERIAL
    CONTRACTS
  Notes to the Consolidated Financial
    Statements
   DOCUMENTS
    ON DISPLAY www.sec.gov www.sap.com
 ITEM 11. QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   134




---



##### Table of Contents



Part I
  Item 11,
    12
   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.
   135




---



##### Table of Contents



Part I, II
  Item 12,
    13, 14, 15
   and/or and/or
  Fees and
    Other Payments Payable by the Depositary to SAP
  Form 20-F
 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
   136




---



##### Table of Contents



Part II
  Item 15,
    16, 16A, 16B
   MANAGEMENTS
    ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL
    REPORTING
  Rules 13a-15(f) 15d-15(f)
       CHANGES
    IN INTERNAL CONTROL OVER FINANCIAL REPORTING
   ITEM 16. [RESERVED] ITEM 16A.
    AUDIT COMMITTEE FINANCIAL EXPERT Rule 10A-3
 ITEM 16B. CODE
    OF ETHICS Form 20-F.
  www.sap.com/corpgovernance
   137




---



##### Table of Contents



Part II
  Item 16C
   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 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.
   138




---



##### Table of Contents



Part II
  Item 16C,
    16D, 16E
   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
    139




---



##### Table of Contents



Part II
  Item 16E,
    16F, 16G
  (c)TotalNumber ofShares


(d)MaximumPurchased as


NumberPart of


of Shares(b)Average


Publicly


that May(a)Total


Price Paid


Announced


Yet Be PurchasedNumber of


per Share


Plans and


Under these PlansPeriod

Shares Purchased


(in )


Programs


and ProgramsJanuary 1/1/10  1/31/10


0







0



85,376,024February 2/1/10  2/28/10


2,080,000



33.68



2,080,000



85,739,597March 3/1/10  3/31/10


1,452,221



34.43



1,452,221



84,342,011April 4/1/10  4/30/10


0







0



84,377,528May 5/1/10  5/31/10


0







0



84,414,338June 6/1/10  6/30/10


0







0



84,452,898July 7/1/10  7/31/10


0







0



84,522,861August 8/1/10  8/31/10


2,852,250



35.05



2,852,250



81,721,099September 9/1/10  9/30/10


0







0



83,229,826October 10/1/10  10/31/10


0







0



83,263,076November 11/1/10  11/30/10


0







0



83,446,772December 12/1/10  12/31/10


0







0



83,515,629Total


6,384,471



34.46



6,384,471    
   ITEM 16F. CHANGES
    IN REGISTRANTS CERTIFYING ACCOUNTANT  ITEM 16G. DIFFERENCES
    IN CORPORATE GOVERNANCE PRACTICES   Introduction
   140




---



##### Table of Contents



Part II
  Item 16G
   Legal
    Framework
  Aktiengesetz Wertpapierhandelsgesetz Wertpapiererwerbs- und
    Übernahmegesetz Handelsgesetzbuch
  www.sap.com/about/governance/statement/index.epx
   Significant
    Differences
    German
    Stock Corporations are Required to have a Two-Tier Board
    System
    Director
    Independence Rules
   141




---



##### Table of Contents



Part II
  Item 16G
   
  Mitbestimmungsgesetz
  Audit
    Committee Independence
  Rule 10A-3 Rule 10A-3 A-3
   142




---



##### Table of Contents



Part II
  Item 16G
   Rules on
    Non-Management Board Meetings are Different
    Rules on
    Establishing Committees Differ
  Mitbestimmungsgesetz Vermittlungsausschuss 2 3
  Rules on
    Shareholders Compulsory Approval are Different
      Specific
    Principles of Corporate Governance
   143




---



##### Table of Contents



Part II
  Item 16G
   
   Specific
    Code of Business Conduct
   144




---



##### Table of Contents



Part III
  Item 17,
    18, 19
    PART III ITEM 17.
    FINANCIAL STATEMENTS  ITEM 18.
    FINANCIAL STATEMENTS      
    Report of Independent Registered Public Accounting Firm.
    Consolidated Financial Statements  
    Consolidated Income Statements for the years ended 2010, 2009
    and 2008.
   
    Consolidated Statements of Comprehensive Income for the years
    ended December 31, 2010, 2009 and 2008.
    Consolidated Statements of Financial Position as of
    December 31, 2010 and 2009.
    Consolidated Statements of Changes in Equity for the years ended
    December 31, 2010, 2009 and 2008.
    Consolidated Statements of Cash Flows for the years ended
    December 31, 2010, 2009 and 2008.
    Notes to the Consolidated Financial Statements.
   ITEM 19. EXHIBITS   1


Articles of Incorporation (Satzung) of SAP AG, as amended
    to date (English translation).2
.1

Form of global share certificate for ordinary shares (English
    translation).(1)Certain instruments which define rights of holders of long-term
    debt of SAP AG and its subsidiaries are not being filed because
    the total amount of securities authorized under each such
    instrument does not exceed 10% of the total consolidated assets
    of SAP AG and its subsidiaries. SAP AG and its subsidiaries
    hereby agree to furnish a copy of each such instrument to the
    Securities and Exchange Commission upon request.4
.1.2

Amended and Restated Deposit Agreement dated as of
    November 25, 2009 among SAP AG, Deutsche Bank
    Trust Company Americas as Depositary, and all owners and
    holders from time to time of American Depositary Receipts issued
    thereunder, including the form of American Depositary
    Receipts.(2)4
.7

Merger Agreement dated May 12, 2010 by and among SAP
    America, Inc., Sheffield Acquisition Corp. and Sybase,
    Inc.(3)8


For a list of our subsidiaries, associates and equity
    investments, see Note (34) to our Consolidated Financial
    Statements in Item 18. Financial Statements.12
.1

Certification of Bill McDermott, Co-Chief Executive Officer,
    required by
    Rule 13a-14(a)
    or
    Rule 15d-14(a).12
.2

Certification of Jim Hagemann Snabe, Co-Chief Executive Officer,
    required by
    Rule 13a-14(a)
    or
    Rule 15d-14(a).12
.3

Certification of Werner Brandt, Chief Financial Officer,
    required by
    Rule 13a-14(a)
    or
    Rule 15d-14(a). 145




---



##### Table of Contents



Part III
  Item 19
  13
.1

Certification of Bill McDermott, Co-Chief Executive Officer,
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.13
.2

Certification of Jim Hagemann Snabe, Co-Chief Executive Officer,
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.13
.3

Certification of Werner Brandt, Chief Financial Officer,
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.15


Consent of Independent Registered Public Accounting Firm.     (1)

    
    Incorporated by reference to Exhibit 2.1 of SAP AGs Annual
    Report on
    Form 20-F
    filed on March 22, 2006.(2)

    
    Incorporated by reference to Exhibit 99(A) of Post Effective
    Amendment #1 to SAP AGs Registration Statement on
    Form F-6
    filed on November 25, 2009.(3)

    
    Incorporated by reference to Exhibit 2.1 to Sybase,
    Inc.s Current Report on
    Form 8-K
    filed on May 13, 2010. 146




---



##### Table of Contents



SIGNATURES Form 20-F
     By: /s/
    BILL
    MCDERMOTT     Dated: March 18, 2011
  By: /s/
    JIM
    HAGEMANN SNABE  Name: Jim Hagemann Snabe
 Title: Co-Chief Executive Officer
  Dated: March 18, 2011
  By: /s/
    WERNER
    BRANDT  Name: Dr. Werner Brandt
 Title: Chief Financial Officer
  Dated March 18, 2011
 147




---



##### 



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


F-2Consolidated Financial Statements:Consolidated Income Statements for the years
    ended 2010, 2009 and 2008


F-3Consolidated Statements of Comprehensive Income
    for the years ended December 31, 2010, 2009 and 2008


F-4Consolidated Statements of Financial Position as
    of December 31, 2010 and 2009


F-5Consolidated Statements of Changes in Equity for
    the years ended December 31, 2010, 2009 and 2008


F-6Consolidated Statements of Cash Flows for the
    years ended December 31, 2010, 2009 and 2008


F-7Notes to the Consolidated Financial Statements


F-8 to F-106   F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  The Supervisory Board of SAP AG:
            KPMG
    AG
    Mannheim, Germany
 March 3, 2011
 F-2




---



##### Table of Contents



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


2010(1)


2010


2009


2008US$








millions, unless otherwise statedSoftware revenue






4,332



3,265



2,607



3,606Support revenue






8,138



6,133



5,285



4,602Subscription and other software-related service revenue






525



396



306



258Software and software-related service revenue






12,996



9,794



8,198



8,466Consulting revenue






2,915



2,197



2,074



2,498Other service revenue






628



473



400



611Professional services and other service revenue






3,543



2,670



2,474



3,109Total revenue


(5
)


16,538



12,464



10,672



11,575Cost of software and software-related services






(2,419
)


(1,823
)


(1,658
)


(1,672
)Cost of professional services and other services






(2,748
)


(2,071
)


(1,851
)


(2,285
)Research and development






(2,294
)


(1,729
)


(1,591
)


(1,627
)Sales and marketing






(3,510
)


(2,645
)


(2,199
)


(2,546
)General and administration






(844
)


(636
)


(564
)


(624
)Restructuring


(6
)


4



3



(198
)


(60
)TomorrowNow litigation


(24
)


(1,302
)


(981
)


(56
)


(71
)Other operating income, net


(7
)


12



9



33



11Total operating expenses


(8
)


(13,100
)


(9,873
)


(8,084
)


(8,874
)Operating profit






3,438



2,591



2,588



2,701Other non-operating expense, net


(9
)


(247
)


(186
)


(73
)


(27
)Finance income






97



73



37



98Finance costs TomorrowNow litigation


(24
)


(16
)


(12
)


0



0Other finance costs






(170
)


(128
)


(117
)


(148
)Finance costs






(186
)


(140
)


(117
)


(148
)Finance income, net


(10
)


(89
)


(67
)


(80
)


(50
)Profit before tax






3,102



2,338



2,435



2,624Income tax expense TomorrowNow litigation






500



377



20



26Other income tax expense






(1,197
)


(902
)


(705
)


(802
)Income tax expense


(11
)


(697
)


(525
)


(685
)


(776
)Profit after tax






2,406



1,813



1,750



1,848 Profit attributable to noncontrolling interests






3



2



2



1 Profit attributable to owners of parent






2,403



1,811



1,748



1,847Basic earnings per share, in 


(12
)


2.02



1.52



1.47



1.55Diluted earnings per share, in 


(12
)


2.02



1.52



1.47



1.55     (1)
    
    The 2010 figures have been
    translated solely for the convenience of the reader at an
    exchange rate of US$1.3269 to 1.00, the Noon Buying Rate
    certified by the Federal Reserve Bank of New York on
    December 30, 2010.  The accompanying Notes are an
    integral part of these Consolidated Financial Statements.
 F-3




---



##### Table of Contents



SAP AG
    AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF COMPREHENSIVE INCOME OF SAP GROUP

for the years ended
    December 31, Note


2010


2009


2008 millionsProfit after tax






1,813



1,750



1,848Gains (losses) on exchange differences on translation, before tax






193



76



(63
)Reclassification adjustments on exchange differences on
    translation, before tax






0



(2
)


0Exchange differences on translation






193



74



(63
)Gains (losses) on remeasuring
    available-for-sale
    financial assets, before tax


(27
)


5



15



1Reclassification adjustments on
    available-for-sale
    financial assets, before tax


(27
)


(2
)


0



(3
)Available-for-sale
    financial assets


(27
)


3



15



(2
)Gains (losses) on cash flow hedges, before tax


(26
)


(88
)


(41
)


(15
)Reclassification adjustments on cash flow hedges, before tax


(26
)


67



84



(55
)Cash flow hedges


(26
)


(21
)


43



(70
)Actuarial gains (losses) on defined benefit plans, before
    tax


(19
)


(39
)


(6
)


(54
)Other comprehensive income, before tax






136



126



(189
)Income tax relating to components of other comprehensive income


(11
)


18



(12
)


39Other comprehensive income, after tax






154



114



(150
)Total comprehensive income






1,967



1,864



1,698- Profit attributable to non-controlling interests






2



2



1- Profit attributable to owners of parent






1,965



1,862



1,697   The accompanying Notes are an
    integral part of these Consolidated Financial Statements.
 F-4




---



##### Table of Contents



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


2010(1)


2010


2009US$





millionsCash and cash equivalents






4,668



3,518



1,884Other financial assets


(13
)


210



158



486Trade and other receivables


(14
)


4,112



3,099



2,546Other non-financial assets


(15
)


240



181



147Tax assets


(11
)


248



187



192Total current assets






9,478



7,143



5,255Goodwill


(16
)


11,187



8,431



4,994Intangible assets


(16
)


3,153



2,376



894Property, plant, and equipment


(17
)


1,923



1,449



1,371Other financial assets


(13
)


630



475



284Trade and other receivables


(14
)


103



78



52Other non-financial assets


(15
)


41



31



35Tax assets


(11
)


162



122



91Deferred tax assets


(11
)


977



736



398Total non-current assets






18,176



13,698



8,119Total assets






27,654



20,841



13,374Trade and other payables


(18
)


1,223



922



638Tax liabilities


(11
)


218



164



125Financial liabilities


(18
)


188



142



146Other non-financial liabilities


(18
)


2,290



1,726



1,577Provision TomorrowNow litigation


(24
)


1,323



997



93Other provisions






381



287



239Provisions


(19
)


1,704



1,284



332Deferred income


(20
)


1,209



911



598Total current liabilities






6,832



5,149



3,416Trade and other payables


(18
)


40



30



35Tax liabilities


(11
)


492



371



239Financial liabilities


(18
)


5,903



4,449



729Other non-financial liabilities


(18
)


113



85



12Provisions


(19
)


387



292



198Deferred tax liabilities


(11
)


767



578



190Deferred income


(20
)


84



63



64Total non-current liabilities






7,786



5,868



1,467Total liabilities






14,618



11,017



4,883Issued capital






1,628



1,227



1,226Share premium






447



337



317Retained earnings






12,960



9,767



8,571Other components of equity






(188
)


(142
)


(317
)Treasury shares






(1,834
)


(1,382
)


(1,320
)Equity attributable to owners of parent






13,013



9,807



8,477Non-controlling interests






23



17



14Total equity


(21
)


13,035



9,824



8,491Equity and liabilities






27,654



20,841



13,374     (1)
    
    The 2010 figures have been
    translated solely for the convenience of the reader at an
    exchange rate of US$1.3269 to 1.00, the Noon Buying Rate
    certified by the Federal Reserve Bank of New York on
    December 30, 2010.  The accompanying Notes are an
    integral part of these Consolidated Financial Statements.
 F-5




---



##### Table of Contents



SAP AG
    AND SUBSIDIARIESCONSOLIDATED 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, 2008


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 after tax










(32
)


(63
)


(2
)


(53
)






(150
)






(150
)Dividends










(594
)


















(594
)






(594
)Issuance of shares under share-based payments programs


1



12























13







13Purchase of treasury shares


























(487
)


(487
)






(487
)Cancellation of treasury shares


(21
)






(723
)














744Reissuance of treasury shares under share-based payments programs






(39
)


















115



76







76Other










(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 after tax










(6
)


74



14



32







114







114Dividends










(594
)


















(594
)






(594
)Issuance of shares under share-based payments programs






5























5







5Reissuance of treasury shares under share-based payments programs






(8
)


















42



34







34Addition of non-controlling interests


































10



10Other










1



















1







1December 31, 2009


1,226



317



8,571



(319
)


13



(11
)


(1,320
)


8,477



14



8,491Profit after tax










1,811



















1,811



2



1,813Other comprehensive income after tax










(21
)


188



3



(16
)






154







154Dividends










(594
)


















(594
)






(594
)Issuance of shares under share-based payments programs


1



23























24







24Purchase of treasury shares


























(220
)


(220
)






(220
)Reissuance of treasury shares under share-based payments programs






(3
)


















158



155







155Other


































1



1December 31, 2010


1,227



337



9,767



(131
)


16



(27
)


(1,382
)


9,807



17



9,824   The accompanying Notes are an
    integral part of these Consolidated Financial Statements.
 F-6




---



##### Table of Contents



SAP AG
    AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS OF SAP
    GROUPas at December 31,
  (Unaudited)Note


2010(1)


2010


2009


2008US$








millionsProfit after tax






2,406



1,813



1,750



1,848Adjustments to reconcile profit after tax to net cash provided
    by operating activities:Depreciation and amortization






709



534



499



539Income tax expense


(11
)


697



525



685



776Finance income, net


(10
)


89



67



80



50Gains/losses on disposals of non-current assets


(7
)


(4
)


(3
)


(11
)


11Decrease/increase in sales and bad debt allowances on trade
    receivables






(65
)


(49
)


64



76Other adjustments for non-cash items






42



32



14



52Decrease/increase in trade receivables






(163
)


(123
)


593



(48
)Decrease/increase in other assets






(149
)


(112
)


205



(12
)Decrease/increase in trade payables, provisions and other
    liabilities






1,481



1,116



(124
)


(267
)Decrease/increase in deferred income






88



66



48



61Cashoutflows due to TomorrowNow litigation


(24
)


(135
)


(102
)


(19
)


(13
)Interest paid






(88
)


(66
)


(69
)


(105
)Interest received






69



52



22



72Income taxes paid, net of refunds






(1,085
)


(818
)


(722
)


(882
)Net cash flows from operating activities






3,890



2,932



3,015



2,158Business combinations, net of cash and cash equivalents acquired


(4
)


(5,565
)


(4,194
)


(73
)


(3,773
)Repayment of acquirees debt in business combinations






0



0



0



(450
)Purchase of intangible assets and property, plant, and equipment






(443
)


(334
)


(225
)


(339
)Proceeds from sales of intangible assets or property, plant and
    equipment






58



44



45



44Cash transferred to restricted cash






0



0



0



(448
)Use of restricted cash






0



0



0



1,001Purchase of equity or debt instruments of other entities






(1,117
)


(842
)


(1,073
)


(396
)Proceeds from sales of equity or debt instruments of other
    entities






1,767



1,332



1,027



595Net cash flows from investing activities






(5,300
)


(3,994
)


(299
)


(3,766
)Dividends paid


(22
)


(788
)


(594
)


(594
)


(594
)Purchase of treasury shares


(22
)


(292
)


(220
)


0



(487
)Proceeds from reissuance of treasury shares






169



127



24



85Proceeds from issuing shares (share-based compensation)






31



23



6



20Proceeds from borrowings






7,139



5,380



697



3,859Repayments of borrowings






(2,914
)


(2,196
)


(2,303
)


(1,571
)Purchase of equity-based derivative instruments






(19
)


(14
)


0



(55
)Proceeds from the exercise of equity-based derivative financial
    instruments






5



4



4



24Net cash flows from financing activities






3,331



2,510



(2,166
)


1,281Effect of foreign currency exchange rates on cash and cash
    equivalents






247



186



54



(1
)Net increase (decrease) in cash and cash equivalents






2,168



1,634



604



(328
)Cash and cash equivalents at the beginning of the period


(22
)


2,500



1,884



1,280



1,608Cash and cash equivalents at the end of the period


(22
)


4,668



3,518



1,884



1,280     (1)
    
    The 2010 figures have been
    translated solely for the convenience of the reader at an
    exchange rate of US$1.3269 to 1.00, the Noon Buying Rate
    certified by the Federal Reserve Bank of New York on
    December 30, 2010.  The accompanying Notes are an
    integral part of these Consolidated Financial Statements.
 F-7




---



##### Table of Contents



SAP AG
    AND SUBSIDIARIESNOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS
   (1)
    GENERAL
    INFORMATION ABOUT CONSOLIDATED FINANCIAL STATEMENTS
   (2)
    SCOPE OF
    CONSOLIDATION
        Overview
    of 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.
    Pensions are measured according to IAS 19 Employee Benefits (IAS
    19) as described in Note (19a).    (3b)
    Relevant
    Accounting Policies  Reclassifications
  Business
    Combinations and Goodwill
   F-9




---



##### Table of Contents



Foreign
    Currencies
  
      Exchange
    Rates
  
     Revenue
    Recognition
  
   F-10




---



##### Table of Contents



out-of-pocket out-of-pocket
  percentage-of-completion
   F-11




---



##### Table of Contents



percentage-of-completion
   F-12




---



##### Table of Contents



985-605,
  
    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.  percentage-of-completion
    Cost of
    Software and Software-Related Services
  ramp-up
   F-13




---



##### Table of Contents



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
    Government
    Grants and Assistance
    Leases
      Income
    Tax
   F-14




---



##### Table of Contents



Share-Based
    Compensation
  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 comprising the net change
    in fair value
   F-15




---



##### Table of Contents



of the effective portion of the respective cash flow hedges that
    have not yet impacted profit or loss.  Treasury
    Shares
    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 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 either of the two other categories and mainly
    include equity investments and debt investments. If readily
    determinable from market data,
    available-for-sale
    financial assets are measured at fair value, with changes in
    fair value being reported net of tax in other components of
    equity. Fair value changes are not recognized in profit or loss
    until the assets are sold or impaired.
    Available-for-sale
    financial assets for which no market price is available and
    whose fair value cannot be reliably estimated in the absence of
    an active market are carried at cost less impairment losses.
    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
   F-16




---



##### Table of Contents



held for trading, as we do not designate financial assets at
    fair value through profit or loss on initial recognition. This
    category solely contains embedded and freestanding derivatives
    with positive fair values, except where hedge accounting is
    applied. All changes in the fair value of financial assets in
    this category are immediately recognized in profit or loss. For
    more information about derivatives, see the Derivatives section.  available-for-sale available-for-sale
  Investments
    in Associates
    Derivatives
    Derivatives without Designated Hedge Relationship
  held-for-trading
  Embedded Derivatives
    
    The economic characteristics and risks of the host contract and
    the embedded derivative are not closely related.
   F-17




---



##### Table of Contents




    A separate instrument with the same terms as the embedded
    derivative would meet the definition of a derivative.
    The combined instrument is not measured at fair value through
    profit or loss.  Derivatives with Designated Cash Flow Hedge Relationship
    Valuation and Testing of Effectiveness
  Trade and
    Other Receivables
    
    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
   F-18




---



##### Table of Contents



consideration general market factors that might impact our trade
    receivable portfolio. We record a general bad debt allowance to
    record impairment losses for a portfolio of trade receivables
    when we believe that the age of the receivables indicates that
    it is probable that a loss has occurred and we will not collect
    some or all of the amounts due.      time-and-material
  Other
    Non-Financial Assets
   Intangible
    Assets
      Property,
    Plant, and Equipment
    Useful Lives of Property, Plant, and Equipment
  
 F-19




---



##### Table of Contents



Impairment
    of Goodwill and Non-Current Assets
  Contingent
    Assets
    Liabilities
  Financial Liabilities
   F-20




---



##### Table of Contents




    Financial liabilities at fair value through profit or loss only
    comprise those financial liabilities that are held for trading,
    as we do not designate financial liabilities at fair value
    through profit or loss on initial recognition. This category
    solely contains embedded and other derivatives with negative
    fair values, except where hedge accounting is applied. All
    changes in the fair value of financial liabilities in this
    category are immediately recognized in profit or loss. For more
    information about derivatives, see the Derivatives section.
    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
    
    It is more likely than not that we have a legal or constructive
    obligation to third parties as a result of a past event.
    The amount can be reasonably estimated.
    It is probable that there will be an outflow of future economic
    benefits to settle the obligation, while there may be
    uncertainty about the timing or amount of the future expenditure
    required in the settlement.        Post-Employment
    Benefits
  projected-unit-credit
   F-21




---



##### Table of Contents



plan-by-plan
    Deferred
    Income
    Presentation
    in the Consolidated Statements of Cash Flows
    (3c)
    Management
    Judgments and Sources of Estimation Uncertainty
   
    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
   F-22




---



##### Table of Contents




    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
    How to allocate the total arrangement fee to the individual
    elements of one arrangement
   
    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    percentage-of-completion catch-up
   F-23




---



##### Table of Contents



Valuation
    of Trade Receivables
    Accounting
    for Share-Based Compensation
  Accounting
    for Income Tax
   F-24




---



##### Table of Contents



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).
   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.
   F-25




---



##### Table of Contents



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
    The estimate of the obligation
  Recognition
    of Internally Generated Intangible Assets from
    Development
      
    Determining whether activities should be considered research
    activities or development activities.
    Determining 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 determining whether the completion of an
    asset is technically feasible requires judgment and a
    company-specific approach.
   F-26




---



##### Table of Contents




    Determining the future ability to use or sell the intangible
    asset arising from the development and the determination of the
    probability of future benefits from sale or use.
    Determining 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 in the Current Period
  (3e)
    New
    Accounting Standards Not Yet Adopted    
    IFRS 9 Financial Instruments, which becomes mandatory for the
    Groups 2013 consolidated financial statements and is
    expected to impact the classification and measurement of
    financial assets. The extent of the impact has not been
    determined.
    Amendment to IFRS 7 Financial Instruments:
    Disclosures  Amendments enhancing disclosures about
    transfers of financial assets (IFRS 7), which becomes mandatory
    for the Groups 2012 consolidated financial statements and
    might result in additional disclosures.
   F-27




---



##### Table of Contents



(4)
    BUSINESS
    COMBINATIONS    Acquired
    Businesses
  
   and/or
  
   F-28




---



##### Table of Contents



Consideration
  
   
   
   F-29




---



##### Table of Contents



Recognized
    Amounts of Identifiable Assets Acquired and Liabilities
    Assumed
  
   
  
   F-30




---



##### Table of Contents



Valuation
    of Trade Receivables
  
     
  
      Assignment
    of Acquired Goodwill to Segments
  
     
  
   Impact of
    Sybase on SAPs Financials
  
     
  
   F-31




---



##### Table of Contents




    Additional depreciation and amortization that would have been
    charged assuming the fair value adjustment to property, plant,
    and equipment and intangible assets had been applied from
    January 1, 2010.
    The impact of deferred revenue write-downs on maintenance
    revenue on a full-year basis.
    The borrowing costs on the funding levels and debt/equity
    position of the company after the business combination.
    Related tax effects.
  (5)
    REVENUE
      Construction
    Projects in Progress
  
 F-32




---



##### Table of Contents



(6)
    RESTRUCTURING    Restructuring
    Expenses
  
   
  
        Restructuring
    Expenses
  
 F-33




---



##### Table of Contents



(7)
    OTHER
    OPERATING INCOME, NET    Other
    Operating Income, Net
  
  (8)
    EMPLOYEE
    BENEFITS EXPENSE AND HEADCOUNT  Employee
    Benefits Expense
    Employee
    Benefits Expense
  
 F-34




---



##### Table of Contents



Number of
    Employees
    December 31, 2010


December 31, 2009


December 31, 2008Asia











Asia











AsiaPacific











Pacific











PacificFull-time equivalents

EMEA(1)


Americas


Japan


Total


EMEA(1)


Americas


Japan


Total


EMEA(1)


Americas


Japan


TotalSoftware and software-related services


3,804



1,827



2,254



7,885



3,227



1,276



1,919



6,422



3,269



1,306



1,891



6,466Professional services and other services


6,787



3,955



2,410



13,152



6,635



3,473



2,240



12,348



7,326



4,142



2,583



14,051Research and development


8,617



3,154



4,113



15,884



8,525



2,534



3,755



14,814



8,687



2,767



4,094



15,548Sales and marketing


4,593



4,214



2,180



10,987



4,202



3,559



1,752



9,513



4,645



4,014



2,042



10,701General and administration


2,053



1,005



518



3,576



1,919



724



408



3,051



1,996



788



459



3,243Infrastructure


1,135



628



266



2,029



854



408



174



1,436



905



445



185



1,535SAP Group (December 31)


26,989



14,783



11,741



53,513



25,362



11,974



10,248



47,584



26,828



13,462



11,254



51,544Thereof Sybase


813



1,866



1,047



3,726SAP Group (months end average)


25,929



13,164



10,877



49,970



25,927



12,288



10,554



48,769



26,561



13,872



11,128



51,561     (1)
    
    Europe, Middle East, Africa  Allocation
    of Share-Based Compensation Expense
    Share-Based
    Compensation
  
   F-35




---



##### Table of Contents



(9)
    OTHER
    NON-OPERATING EXPENSE, NET    Other
    Non-Operating Expense, Net
  
  (10)
    FINANCE
    INCOME, NET    Finance
    Income, Net
  
 F-36




---



##### Table of Contents



(11)
    INCOME
    TAX    Income
    Tax Expense
  
    Profit
    Before Tax
  
 F-37




---



##### Table of Contents



Reconciliation
    of Tax Expense
  
 F-38




---



##### Table of Contents



Deferred
    Tax Assets and Liabilities
  
   
  
        F-39




---



##### Table of Contents



Items not
    Resulting in a Deferred Tax Asset
  
   
  
        Total
    Income Tax
  
     (12)
    EARNINGS
    PER SHARE
  
   F-40




---



##### Table of Contents



Earnings
    per Share
   millions, unless otherwise stated

2010


2009


2008Profit attributable to owners of parent


1,811



1,748



1,847Issued ordinary shares


1,226



1,226



1,239Effect of treasury shares


−38



−38



−49Weighted average shares 
    basic(1)


1,188



1,188



1,190Dilutive effect of stock
    options(1)


1



1



1Weighted average shares 
    diluted(1)


1,189



1,189



1,191Basic earnings per share, in 


1.52



1.47



1.55Diluted earnings per share, in 


1.52



1.47



1.55   (1)
    
    Number of shares in million  (13)
    OTHER
    FINANCIAL ASSETS  Other
    Financial Assets
  
     Loans and
    Other Financial Receivables
   
   F-41




---



##### Table of Contents



Available-for-Sale
    Financial Assets
  Available-for-sale
  
   
   Derivatives
    (14)
    TRADE AND
    OTHER RECEIVABLES  Trade and
    Other Receivables
  
    Carrying
    Amounts of Trade Receivables
  
 F-42




---



##### Table of Contents



Increase (Decrease) in Allowance for Doubtful Accounts Charged
    to Expense
  
       Aging of
    Trade Receivables
  
     F-43




---



##### Table of Contents



(15)
    OTHER
    NON-FINANCIAL ASSETS  Other
    Non-Financial Assets
  
   F-44




---



##### Table of Contents



(16)  GOODWILL
    AND INTANGIBLE ASSETS
  Goodwill
    and Intangible Assets
  
   
  
   F-45




---



##### Table of Contents



Significant
    Intangible Assets
  
   
  
        Goodwill
    by Segments
  
     value-in-use
  
   F-46




---



##### Table of Contents



value-in-use
   F-47




---



##### Table of Contents



(17)
    PROPERTY,
    PLANT, AND EQUIPMENT  Property,
    Plant, and Equipment
  
   F-48




---



##### Table of Contents



(18)
    TRADE AND
    OTHER PAYABLES, FINANCIAL LIABILITIES, AND OTHER NON-FINANCIAL
    LIABILITIES  (18a)
    Trade and
    Other Payables    
    (18b)
    Financial
    Liabilities    Financial
    Liabilities
  
   
   
   F-49




---



##### Table of Contents



Bonds
    Bonds
  
    Private
    Placement Transactions
    Private
    Placements
  Effective


Nominal Volume in

Balance on


Balance onInterest


Respective Currency

12/31/2010


12/31/2009Maturity


Coupon Rate

Rate


on 12/31/2010

in million


in  millionGerman promissory note











 697 million


696



697Tranche 1  2009/2012


2012


4,04% (fix)


4.08
%

 63.5 millionTranche 2  2009/2012


2012


2,87% (variable)


2.92
%

 359.5 millionTranche 3  2009/2014


2014


4,92% (fix)


4.98
%

 86 millionTranche 4  2009/2014


2014


3,22% (variable)


3.27
%

 158 millionTranche 5  2009/2014


2014


3,28% (variable)


3.32
%

 30 millionUS private placement











US $500 million


373



0Tranche 1  2010


2015


2,34% (fix)


2.40
%

US $300 millionTranche 2  2010


2017


2,95% (fix)


3.03
%

US $200 millionPrivate placements














1,069



697    
   
   F-50




---



##### Table of Contents



Bank
    Loans
    Bank
    Loans
  
   
  1-month 12-month
    Other
    Financial Liabilities
    (18c)
    Other
    Non-Financial Liabilities      Other
    Non-Financial Liabilities
  
     
   
   F-51




---



##### Table of Contents



(19) PROVISIONS
    Provisions
  
   (19a)
    Pension
    Plans and Similar Obligations
  (401k-Plan
   F-52




---



##### Table of Contents



Change in
    the Present Value of the DBO and the Fair Value of the Plan
    Assets
  Other Post-EmploymentDomestic Plans


Foreign Plans


Plans


Total millions

2010


2009


2010


2009


2010


2009


2010


2009Change in benefit obligationBenefit obligation at beginning of year


346



314



343



306



20



18



709



638Service cost


−4



−6



17



15



3



2



16



11Interest cost


18



18



17



15



1



1



36



34Employee contributions


46



35



4



4



0



0



50



39Actuarial loss(+)/gain(−)


13



−13



29



31



2



0



44



18Benefits paid


−4



−2



−17



−21



−1



−1



−22



−24Business combinations


1



0



4



2



4



0



9



2Curtailments/settlements


0



0



0



−1



−4



0



−4



−1Past service cost


0



0



−3



0



0



0



−3



0Foreign currency exchange rate changes


0



0



45



−8



0



0



45



−8Benefit obligation at year-end


416



346



439



343



25



20



880



709Thereof fully or partially funded plans


416



346



404



317



12



8



832



671Thereof unfunded plans


0



0



35



26



13



12



48



38Change in plan assetsFair value of plan assets at beginning of year


345



314



311



261



4



3



660



578Expected return on plan assets


17



15



19



14



0



0



36



29Employer contributions


1



1



31



29



5



2



37



32Employee contributions


46



35



4



4



0



0



50



39Benefits paid


−4



−2



−17



−21



−1



−1



−22



−24Business combinations


0



0



2



2



0



0



2



2Settlements


0



0



0



0



−4



0



−4



0Other changes


0



0



0



0



0



0



0



0Actuarial loss(−)/gain(+)


9



−18



−1



28



0



0



8



10Foreign currency exchange rate changes


0



0



37



−6



0



0



37



−6Fair value of plan assets at year-end


414



345



386



311



4



4



804



660Funded status at year-end


−2



−1



−53



−32



−21



−16



−76



−49Amounts recognized in the Consolidated Statement of Financial
    Position:Noncurrent pension assets


0



0



2



2



0



0



2



2Accrued benefit liability (current)


0



0



−2



−2



0



0



−2



−2Accrued benefit liability (non-current)


−2



−1



−53



−32



−21



−16



−76



−49−2



−1



−53



−32



−21



−16



−76



−49  F-53




---



##### Table of Contents



Actuarial
    Assumptions for Defined Benefit Liabilities
  
   
  
        Total
    Expense of Defined Benefit Plans
  Domestic Plans


Foreign Plans


Other Post-Employment Plans


Total millions

2010


2009


2008


2010


2009


2008


2010


2009


2008


2010


2009


2008Service cost


−4



−6



1



17



15



38



3



2



2



16



11



41Interest cost


18



18



15



17



15



14



1



1



1



36



34



30Expected return on plan assets


−17



−15



−14



−19



−14



−21



0



0



0



−36



−29



−35Curtailment


0



0



0



0



−1



−9



0



0



0



0



−1



−9Past service cost


0



0



0



−3



0



0



0



0



0



−3



0



0Total expense


−3



−3



2



12



15



22



4



3



3



13



15



27Actual return on plan assets


26



−3



6



18



42



−78



0



0



0



44



39



−72       
  
   F-54




---



##### Table of Contents



Actuarial
    Gains (Losses) on Defined Benefit Plans
  Domestic Plans


Foreign Plans


Other Post-Employment Plans


Total millions

2010


2009


2008


2010


2009


2008


2010


2009


2008


2010


2009


2008Beginning balance of actuarial gains(−) and losses(+) on
    defined benefit plans


−10



−18



−16



53



57



0



−2



−2



−2



41



37



−18Actuarial gains(−) and losses(+) on defined benefit plans
    recognized during the period


4



5



−2



30



3



54



2



0



0



36



8



52Other changes


0



3



0



0



−5



0



0



0



0



0



−2



0Foreign currency exchange rate changes


0



0



0



3



−2



3



0



0



0



3



−2



3Ending balance of actuarial gains(−) and losses(+) on
    defined benefit plans


−6



−10



−18



86



53



57



0



−2



−2



80



41



37      Actuarial
    Assumptions for Total Expense












F-55



---



##### Table of Contents



Plan
    Asset Allocation for Foreign Plans and Other Post-Employment
    Obligations
  
   
  
      Pension
    Obligation, Plan Assets, Funded Status and Experience
    Adjustments
  Domestic Plans


Foreign Plans


Other Post-Employment Plans


Total millions

2010


2009


2008


2007


2006


2010


2009


2008


2007


2006


2010


2009


2008


2007


2006


2010


2009


2008


2007


2006Defined benefit obligation


416



346



314



274



261



439



343



306



287



275



25



20



18



13



16



880



709



638



574



552Liability experience adjustments


13



−13



−10



−37



−17



29



31



−45



0



−5



2



0



0



−1



1



44



18



−55



−38



−21Plan assets


414



345



314



272



255



386



311



261



311



288



4



4



3



0



1



804



660



578



583



544Asset experience adjustments


9



−18



−8



−30



−10



−1



28



−99



−10



10



0



0



0



0



0



8



10



−107



−40



0Funded status


−2



−1



0



−2



−6



−53



−32



−45



24



13



−21



−16



−15



−13



−15



−76



−49



−60



9



−8       Defined
    Contribution Plans / State Plans
        Total
    Expense of Defined Contribution Plans and State Plans
  
 F-56




---



##### Table of Contents



(19b)
    Other
    Provisions    Balance








Acqui-


Utili-





Currency


Balance millions

1/1/2010


Addition


Accretion


sition


zation


Release


Impact


12/31/2010Employee-related provisionsProvisions share-based compensation


114



42



0



18



−20



−11



4



147Other employee-related provisions


138



118



0



2



−71



−21



1



167Customer-related provisions


35



119



0



0



−59



−47



2



50Restructuring provisionsEmployee termination benefits


16



1



0



0



−14



0



1



4Facility-related exit liabilities


28



6



1



0



−17



−11



3



10Litigation-related provisionsTomorrowNow litigation


93



993



0



0



−117



0



28



997Other litigation-related provisions


30



40



0



16



−34



−16



4



40Other provisions


25



15



1



52



−8



−2



0



83Total


479



1,334



2



88



−340



−108



43



1,498Thereof current


330



























1,282Thereof non-current


149



























216    Other employee-related provisions
  Customer-related provisions
  Restructuring provisions
  Litigation-related provisions
  Other provisions
   F-57




---



##### Table of Contents



(20)
    DEFERRED
    INCOME
   (21)
    TOTAL
    EQUITY  Issued
    Capital
    
     Authorized
    Shares
    
    Up to a total amount of 250 million through the
    issuance of new common shares in return for contributions in
  cash until June 7, 2015 (Authorized Capital Ia). The
    issuance is subject to the statutory subscription rights of
    existing shareholders.
    Up to a total amount of 250 million through the
    issuance of new common shares in return for contributions in
    cash or in kind until June 7, 2015 (Authorized Capital
    IIa). Subject to certain preconditions and the consent of the
    Supervisory Board, the Executive Board is authorized to exclude
    the shareholders statutory subscription rights.
    Up to a total amount of 30 million through the
    issuance of new common
   F-58




---



##### Table of Contents



shares in return for contributions in cash or in kind until
    June 7, 2015 (Authorized Capital III). The new shares can
    only be used for share-based compensation (as employee shares).
    Shareholders subscription rights are excluded.  Contingent
    Shares
    Share
    Premium
    Retained
    Earnings
    Treasury
    Shares
  Miscellaneous
      (22) ADDITIONAL
    CAPITAL DISCLOSURES
  Capital
    Structure Management
   F-59




---



##### Table of Contents



Capital
    Structure
  
     
        Group
    Liquidity of SAP Group
  
     
  
   F-60




---



##### Table of Contents



Distribution
    Policy
  
    (23)
    OTHER
    FINANCIAL COMMITMENTS AND CONTINGENT LIABILITIES  Other
    Financial Commitments
    Other
    Financial Commitments
  
     
  
        F-61




---



##### Table of Contents



Other
    Financial Commitments
  
   Contingent
    Liabilities
      (24)
    LITIGATION
    AND CLAIMS
  Intellectual
    Property Litigation
   F-62




---



##### Table of Contents



F-63




---



##### Table of Contents



and/or
  Other
    Litigation
   F-64




---



##### Table of Contents



(25)
    FINANCIAL
    RISK FACTORS    Market
    Risk
  a)
    Foreign
    Currency Exchange Rate Risk
   b)
    Interest-Rate
    Risk
   F-65




---



##### Table of Contents



c)
    Equity-Price
    Risk    Credit
    Risk
  Liquidity
    Risk
     F-66




---



##### Table of Contents



Contractual
    Maturities of Financial Liabilities
  CarryingAmount


Contractual Cash Flows millions

12/31/2010


2011


2012


2013


2014


2015


ThereafterNon-derivative financial liabilities Trade payables


−699



−699



0



0



0



0



0 Financial liabilities


−4,445



−145



−2,220



−667



−824



−253



−695Derivative financial liabilities and assets Derivative financial liabilitiesCurrency derivatives without designated hedge relationship


−109 cash outflows






−883



−9



−9



−9



−9



−42 cash inflows






852



0



0



0



0



0Currency derivatives with designated hedge relationship


−27 cash outflows






−360



−38



0



0



0



0 cash inflows






333



36



0



0



0



0Interest rate derivatives with designated hedge relationship


−10 cash outflows






−12



−9



−5



−3



0



0 cash inflows






5



4



2



1



0



0 Derivative financial assetsCurrency derivatives without designated hedge relationship


80 cash outflows






−4,502



0



0



0



0



0 cash inflows






4,590



0



0



0



0



0Currency derivatives with designated hedge relationship


3 cash outflows






−62



0



0



0



0



0 cash inflows






64



0



0



0



0



0   CarryingAmount


Contractual Cash Flows millions

12/31/2009


2010


2011


2012


2013


2014


ThereafterNon-derivative financial liabilities Trade payables


−479



−479



0



0



0



0



0 Financial liabilities


−749



−60



−26



−441



−11



−281



0Derivative financial liabilities and assets Derivative financial liabilitiesCurrency derivatives without designated hedge relationship


−109 cash outflows






−2,136



−3



−3



−3



−2



−13 cash inflows






2,053



0



0



0



0



0Currency derivatives with designated hedge relationship


−12 cash outflows






−384



0



0



0



0



0 cash inflows






371



0



0



0



0



0Interest rate derivatives with designated hedge relationship


−5 cash outflows






−12



−12



−9



−5



−3



0 cash inflows






4



4



3



1



1



0 Derivative financial assetsCurrency derivatives without designated hedge relationship


41 cash outflows






−1,853



0



0



0



0



0 cash inflows






1,890



0



0



0



0



0Currency derivatives with designated hedge relationship


3 cash outflows






−160



0



0



0



0



0 cash inflows






163



0



0



0



0



0  F-67




---



##### 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-68




---



##### 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 and cash
    equivalents, trade receivables, trade payables, loans to
    employees and third parties, bank liabilities, and other
    financial liabilities, are denominated in the respective
    entities functional currency. Thus, a foreign currency
    exchange rate risk in these transactions is nearly non-existent.
    In exceptional cases and limited economic environments,
    operating and financing transactions are denominated in
    currencies other than the functional currency, leading to a
    foreign currency
  exchange rate risk for the related monetary instruments. Where
    we hedge against currency impacts on cash flows, these
    foreign-currency-denominated financial instruments are
    economically converted into the functional currency by the use
    of forward exchange contracts or options. Therefore,
    fluctuations in foreign currency exchange rates neither have a
    significant impact on profit nor on other components of equity
    with regard to our non-derivative monetary financial instruments.
    Income or expenses recorded in conjunction with the
    non-derivative monetary financial instruments discussed above
    are mainly recognized in the relevant 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 foreign
    currency exchange rate risks almost completely balance the
    changes in the fair values of the hedged item attributable to
    exchange rate movements in the Consolidated Income Statements in
    the same period. As a consequence, the hedged items and the
    hedging instruments are not exposed to foreign currency exchange
    rate risks, and thereby have no effect on profit or other
    components of equity.    
    Derivatives held within a designated cash-flow hedging
    relationship, and
    Foreign currency embedded derivatives.
   F-69




---



##### Table of Contents



Interest-Rate
    Risk Management
  Derivatives
    with Designated Hedge Relationship (Cash-Flow
    Hedges)
   F-70




---



##### Table of Contents



Interest
    Rate Exposure
    
    Changes in interest rates only affect non-derivative fixed-rate
    financial instruments if they are recognized at fair value.
    Therefore, we do not have a fair value risk in our
    non-derivative financial liabilities as we account for them at
    amortized cost. On December 31, 2010, we did not have
    non-derivative fixed-rate financial assets classified as
    available-for-sale.
    Therefore, an equity-related sensitivity calculation is not
    necessary. As our investment portfolio did not contain
    fixed-rate financial assets during 2010, the data at year-end is
    representative of the entire year of 2010.
    Income or expenses recorded in conjunction with non-derivative
    financial instruments with variable interest rates are subject
    to interest rate risk if they are not hedged items in an
    effective hedging relationship. Since we have entered into
    interest rate payer swaps for the variable components of the
    SSD, we therefore have no significant interest-rate risk arising
    from our SSD and only take into consideration
  interest rate changes relating to our variable-interest-rate
    investments and acquisition term loan in the profit-related
    sensitivity calculation.  With respect to the invested amounts, the data at year-end is
    not representative of the year as a whole. On average, our
    exposure to cash flow interest rate risk from investments in
    2010 was based on investments of 776 million, with a
    range of exposure on investments from a high of
    1.1 billion to a low of 371 million. The
    year-end exposure was 874 million.With respect to the financed amounts, the data at year-end is
    not representative of the year as a whole. Significant debt
    amounts from the acquisition term loan raised in connection with
    the acquisition of Sybase were refinanced in 2010. On average,
    our exposure to cash flow interest rate risk from financing
    activities in 2010 was based on interest-bearing liabilities of
    711 million, with a range of exposure from a high of
    2.74 billion to a low of 7 million. The
    year-end exposure was 1.1 billion.  
    Due to the designation of interest rate payer swaps to a cash
    flow-hedge relationship, the interest rate changes affect the
    respective amounts recorded
   F-71




---



##### Table of Contents



in other components of equity. The movements related to the
    interest rate swaps variable leg are not reflected in the
    sensitivity calculation, as they offset the
    variable-interest-rate payments for the SSD. We therefore only
    consider interest rate sensitivity in discounting the interest
    rate swaps fixed leg cash flows in the equity-related
    sensitivity calculation for the interest rate swaps designated
    to be in a hedge relationship.  With respect to the borrowing and related hedged amounts, the
    data at year-end is representative for the year as a whole.    
    The gains/losses on
    available-for-sale
    financial assets positions in other components of equity.
    Finance income, net for our variable-interest-rate investments
    and financial debt.
    The effective portion of the interest rate cash-flow hedge in
    other components of equity.  Equity-Price
    Risk Management
   Credit
    Risk Management
   F-72




---



##### Table of Contents



Liquidity
    Risk Management
   day-to-day
      (27)
    ADDITIONAL
    FAIR VALUE DISCLOSURES ON FINANCIAL INSTRUMENTS  Fair
    Value of Financial Instruments
  available-for-sale
   F-73




---



##### Table of Contents



Fair
    Values of Financial Instruments
  2010


2009Measurement categories











Measurement categoriesBook


At





At


Fair


Not in


Book


At





At


Fair


Not inValue


Amortized


At


Fair


Value


Scope of


Value


Amortized


At


Fair


Value


Scope of millions

Category

12/31


Cost


Cost


Value


12/31


IFRS 7


12/31


Cost


Cost


Value


12/31


IFRS 7AssetsCash and cash equivalents

L&R


3,518



3,518











3,518







1,884



1,884











1,884Trade receivables

L&R


3,177



3,031











3,031



146



2,598



2,508











2,508



90Other financial assets




633























770Debt

L&R/AFSEquity

AFS/










79



28



28



40











62



25



25



27Other nonderivative financial assets

L&R






188











188



182







499











499



91Derivativeswith hedging relationship
















3



3



















3



3without hedging relationship

HFT














113



113



















63



63LiabilitiesTrade payables

AC


−952



−699











−699



−253



−673



−479











−479



−194Financial liabilities




−4,591























−875Nonderivative financial liabilities

AC






−4,445











−4,463











−749











−751Derivativeswith hedging relationship
















−37



−37



















−17



−17without hedging relationship

HFT














−109



−109



















−109



−109Aggregation according to IAS 39Financial assetsat fair value through profit or lossheld for trading

HFT


113











113



113







63











63



63available-for-sale

AFS


107







79



28



28







87







62



25



25loans and receivables

L&R


6,883



6,737











6,737



146



4,981



4,891











4,891



90Financial liabilitiesat fair value through profit or lossheld for trading

HFT


−109











−109



−109







−109











−109



−109at amortized cost

AC


−5,397



−5,144











−5,162



−253



−1,422



−1,228











−1,230



−194Out of IAS 39Financial instruments related to employee benefit plans




182



















182



91



















91Associates




40



















40



27



















27Derivatives with hedging relationship




−34











−34



−34







−14











−14



−14    Determination
    of Fair Values
  Financial Instruments Measured at Fair Value
   F-74




---



##### 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 those that can
    be observed, either directly or indirectly, such as quoted
    prices in active markets for similar assets or liabilities,
    quoted prices for identical or similar assets or liabilities in
    markets that are not active, or other inputs that are observable
    or can be corroborated by observable market data for
    substantially the full term of the assets or liabilities.
   
    Derivative financial instruments:  The fair
    value of foreign exchange forward contracts is based on
    discounting the expected future cash flows over the respective
    remaining term of the contracts using the respective deposit
    interest rates and spot rates. The fair value of the derivatives
    entered into to hedge our share-based compensation programs are
    calculated considering risk-free interest rates, the remaining
    term of the derivatives, the dividend yields, the stock price
    and the volatility of our share. Fair values of our derivative
    interest-rate contracts are calculated by discounting the
    expected future cash flows by taking the prevailing market and
    future rates for the remaining term of the contracts as a basis.
    Available-for-sale
    equity investments in public companies:  Certain
    of our equity investments in public companies were restricted
    from being sold for a limited period. Therefore, fair value is
    determined based on quoted market prices as at December 31,
    deducting a discount for the disposal restriction based on the
    premium for a respective put option.  
    Level 3:  Unobservable inputs that are
    supported by little or no market activity and that are
    significant to the fair value of the assets or liabilities.
   F-75




---



##### Table of Contents



Classification
    of Financial Instruments
  2010


2009 millions

Level 1


Level 2


Level 3


Total


Level 1


Level 2


Level 3


TotalFinancial assetsDebt investments


0



0



0



0



0



0



0



0Equity investments


1



27



0



28



1



24



0



25Available-for-sale
    financial assets


1



27



0



28



1



24



0



25Derivative financial assets


0



116



0



116



0



66



0



66Total


1



143



0



144



1



90



0



91Financial liabilitiesDerivative financial liabilities


0



146



0



146



0



126



0



126Total


0



146



0



146



0



126



0



126   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 non-current loans to
    third parties or employees are discounted to the present value
    of estimated future cash flows using the original effective
    interest rate the respective borrower would have to pay to a
    bank for a similar loan.
    Available-for-sale
    equity investments in private companies:  For
    these investments in equity instruments primarily consisting of
    venture capital investments, fair values cannot readily be
    observed as they do not have a quoted market price in an active
    market. Also, calculating fair value by discounting estimated
    future cash flows is not possible as a determination of cash
    flows is not
  reliable. Therefore, such investments are accounted for at cost
    approximating fair value, with impairment being assessed based
    on revenue multiples of similar companies and review of each
    investments cash position, financing needs, earnings and
    revenue outlook, operational performance, management and
    ownership changes, and competition.
    Accounts payable and non-derivative financial
    liabilities:  Non-derivative financial liabilities
    include financial debt and other non-derivative financial
    liabilities. Accounts payable and other non-derivative financial
    liabilities are mainly short-term, and thus their fair values
    approximate their carrying values. The carrying values of
    financial debt with variable interest rates generally
    approximate the fair values. The fair value of fixed-rate
    financial debt is based on quoted market prices or determined by
    discounting the cash flows using the market interest rates on
    December 31.
   F-76




---



##### Table of Contents



(28)
    SHARE-BASED
    PAYMENT PLANS    a)
    Cash-Settled
    Share-Based Payment Plans
  
      Fair Value and Parameters at Grant Date by Plan2010

2009

2008SOP

Sybase

STAR

SOP



Incentive



BO2010

Rights(1)

PP

PP

STAR

2010

SOP

Rights(1)Weighted average fair value

6.46 

50.07 

3.53 

5.62 

3.26 

4.93 

7.11 

20.98 Expected life (in years)

5.8

1.5

2.3

4.6

2.5

2.9

4.8

3.3Risk-free interest rate

1.63%

N/A

1.55%

2.39%

3.21%

3.54%

3.43%

3.42% to 3.74%Grant price of SAP share

35.48 

N/A

28.00 

28.00 

32.69 

36.15 

32.69 

N/AShare price of SAP share

35.45 

N/A

28.23 

28.23 

31.61 

31.45 

31.61 

32.28 Expected volatility of SAP shares

26.9%

N/A

39.9%

35.0%

31.8%

29.6%

30.0%

29.0%Expected dividend yield of SAP shares

1.65%

N/A

1.76%

1.76%

1.74%

1.56%

1.74%

1.30%Grant price of reference index

N/A

N/A

97.54 

97.54 

N/A

165.59 

N/A

N/AShare price of reference index

N/A

N/A

108.82 

108.82 

N/A

191.12 

N/A

N/AExpected volatility of reference index

N/A

N/A

35.8%

25.2%

N/A

15.9%

N/A

N/AExpected dividend yield of reference index

N/A

N/A

1.10%

1.06%

N/A

N/A

N/A

N/AExpected correlation SAP share/reference index

N/A

N/A

38.1%

36.5%

N/A

33.0%

N/A

N/A     (1)
    
    Fair value at acquisition date F-77




---



##### Table of Contents



Fair Value and Parameters Used at Dec 31, 2010BO

SybaseSTAR

STAR PP

SOP

SOP PP

SOP 2010

Rights

RightsOption pricing model used

Monte-Carlo

Monte-Carlo

Binomial

Monte-Carlo

Monte-Carlo

Binomial

NoneRange of grant dates

03/2007

05/2009

03/2007

05/2009

09/2010

02/1998

07/201004/2008



04/2008





01/2008Quantity of awards issued in thousands

37,202

16,029

15,664

10,321

5,397

5,162

745Weighted average fair value as at Dec 31, 2010

0.13 

0.01 

4.58 

4.60 

7.74 

14.79 

48.65 Weighted average intrinsic value as at Dec 31, 2010

0.13 

0.00 

1.19 

0.00 

0.00 

14.14 

48.65 Expected life as at Dec 31, 2010 (in years)

0.1

0.7

1.7

3.1

5.5

2.4

1.1Risk-free interest rate (depending on maturity)

N/A

0.56%

0.56% to 0.87%

1.24%

1.97% to 2.56%

0.75%

N/AExpected volatility SAP shares

N/A

24.4%

22.7% to 26.4%

26.8%

26.3% to 26.7%

34.0%

N/AExpected dividend yield SAP shares

N/A

1.79%

1.79%

1.79%

1.79%

1.75%

N/AShare price of reference index

N/A

165.74

N/A

165.74

N/A

N/A

N/AExpected volatility reference index

N/A

11.9%

N/A

29.4%

N/A

N/A

N/AExpected dividend yield reference index

N/A

1.11%

N/A

1.15%

N/A

N/A

N/AExpected correlation SAP share/reference index

N/A

7.9%

N/A

37.4%

N/A

N/A

N/A    
  
   F-78




---



##### Table of Contents



Changes in Numbers of Outstanding Awards (000)STAR


Incentive





SOP


SOP


BO


SybaseSTAR


PP


2010


SOP


PP


2010


Rights


RightsOutstanding as of 12/31/2007


24,879



N/A



1,157



6,698



N/A



N/A



N/A



N/AGranted in 2008


18,517



N/A



134



8,650



N/A



N/A



5,162



N/AExercised/paid in 2008


−4,037



N/A



0



0



N/A



N/A



−1,720



N/AExpired in 2008


0



N/A



0



0



N/A



N/A



0



N/AForfeited in 2008


−2,125



N/A



−124



−862



N/A



N/A



−479



N/AOutstanding as of 12/31/2008


37,234



N/A



1,167



14,486



N/A



N/A



2,963



N/AGranted in 2009


0



16029



0



0



10321



N/A



0



N/AExercised/paid in 2009


−2,943



0



0



0



0



N/A



−704



N/AExpired in 2009


0



0



0



0



0



N/A



0



N/AForfeited in 2009


−2,620



−518



−66



−998



−243



N/A



−372



N/AOutstanding as of 12/31/2009


31,671



15,511



1,101



13,488



10,078



N/A



1,887



N/AGranted in 2010


0



0



0



0



0



5,397







745Exercised/paid in 2010


−15,943



0



0



−167



0



0



−571



−9Expired in 2010


0



0



−1,101



0



0



0Forfeited in 2010


−648



−747



0



−323



−503



−24



−216



−13Outstanding as of 12/31/2010


15,080



14,764



0



12,998



9,575



5,373



1,100



723Additional informationAwards exercisable as of 12/31/2008


N/A



N/A



0



0



N/A



N/A



1,528



N/AAwards exercisable as of 12/31/2009


N/A



0



0



5,965



0



N/A



1,390



N/AAwards exercisable as of 12/31/2010


N/A



0



0



12,998



0



0



1,060



N/AAggregate intrinsic value of vested awards in  million, as
    of 12/31/2008


N/A



N/A



0



0



N/A



N/A



9.6



N/AAggregate intrinsic value of vested awards in  million, as
    of 12/31/2009


N/A



0



0



0



0



N/A



18.5



N/AAggregate intrinsic value of vested awards in  million, as
    of 12/31/2010


N/A



0



0



15.5



0



0



22.4



0Weighted average exercise price in 


N/A



N/A



N/A



37.43



47.58



39.21



24.18



N/AProvision as of 12/31/2008 in  millions


14.8



N/A



2.1



35.8



N/A



N/A



37.1



N/AProvision as of 12/31/2009 in  millions


12.1



5



0.1



53.3



14.3



N/A



28.9



N/AProvision as of 12/31/2010 in  millions


1.9



0



0



59.4



35.8



3.9



24.0



22.1Expense recognized in 2008 in  millions


27.9



N/A



−0.9



23.6



N/A



N/A



8.3



N/AExpense recognized in 2009 in  millions


5.9



14.3



−1.9



19.6



5



N/A



5.9



N/AExpense recognized in 2010 in  millions


−2.4



−5.1



−0.1



0.2



21.0



3.9



6.3



4.8    a.1)
    STAR Plans (STAR)
   
   F-79




---



##### Table of Contents



Weighting
    Factor for Valuation Calculation of STAR Awards Quarter
    Ended
  
     a.2) STAR Performance Plan 2009 (STAR PP)
   a.3) Incentive Plan 2010
      a.4) SAP Stock Option Plan 2007 (SOP)
   F-80




---



##### Table of Contents



a.5)
    SOP Performance Plan 2009 (SOP PP)        a.6)
    SAP Stock Option Plan 2010 (SOP 2010)
   a.7)
    Business Objects Cash-Settled Awards Replacing
    Pre-Acquisition Business Objects Awards (BO Rights)
   F-81




---



##### Table of Contents




    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.
   a.8)
    Sybase Cash-Settled Awards Replacing Pre-Acquisition Sybase
    Awards (Sybase Rights)        b)
    Equity-Settled
    Share-Based Payment Plans  one-to-three
   F-82




---



##### Table of Contents



b.1)
    Share Matching Plan    3-year
   b.2)
    Employee Discounted Stock Purchase Programs (EDSPs)    b.3)
    Stock Award Program    b.4)
    Stock Option Plan 2002
   F-83




---



##### Table of Contents



Activities
    Under SAP SOP 2002
  
     
  
      Stock
    Options Outstanding under SAP SOP 2002 as at
    December 31, 2010, and 2009
  
 F-84




---



##### Table of Contents



b.5)
    Long Term Incentive 2000 Plan (LTI 2000 Plan)
  
      Activities
    under the LTI Plan 2000
  
   F-85




---



##### Table of Contents



LTI 2000
    Plan Awards Outstanding as at December 31, 2010
  
  
   
   (29)
    SEGMENT
    AND GEOGRAPHIC 
    INFORMATION
   F-86




---



##### 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. Additionally revenue for Sybase
    products might be reported under any of the four segments.
    The internal reporting to our CODM excludes share-based
    compensation expenses and  since 2009 
    restructuring costs on segment level. For all years presented,
    these expenses were managed and reviewed at Group level only.
    Differences in foreign currency translations result in
    deviations between the amounts reported internally to our CODM
    and the amounts reported in the Consolidated Financial
    Statements.
    The revenue numbers in the internal reporting to our CODM
    include the support revenue that would have been reflected by
    acquired entities had it remained a stand-alone entity but which
    are not reflected as revenue under IFRS as a result of purchase
    accounting for support contracts in effect at the time of an
    acquisition.
    The income measures in the internal reporting to our CODM
    include the full amount of support revenue and exclude the
    following acquisition-related charges as well as discontinued
    activities:  
    Amortization expense/impairment charges of intangibles
   F-87




---



##### Table of Contents



acquired in business combinations and certain stand-alone
    acquisitions of intellectual property  
    Expenses from purchased in-process research and development
    Restructuring expenses and settlements of pre-existing
    relationships
   
    Acquisition-related third-party costs that are required to be
    expensed
    Results of the discontinued operations that qualify as such
    under IFRS in all respects except that they do not represent a
    major line of business. For 2010, 2009 and 2008, this relates
    exclusively to the operations of TomorrowNow.
   Segment
    Revenue and Results
   millions

Product


Consulting


Training


Sybase


Total2010External revenue from reportable segment


9,020



2,714



362



387



12,483Segment result


5,395



746



136



127



6,404Depreciation and amortization directly attributable to each
    segment


−17



−8



−2



−7



−342009External revenue from reportable segment


7,846



2,498



332



N/A



10,676Segment result


4,731



781



115



N/A



5,627Depreciation and amortization directly attributable to each
    segment


−53



−7



−2



N/A



−622008External revenue from reportable segment


8,366



2,824



525



N/A



11,715Segment result


4,696



789



225



N/A



5,710Depreciation and amortization directly attributable to each
    segment


−64



−8



−2



N/A



−74  F-88




---



##### Table of Contents



Reconciliation
    of Revenue and Segment Results
   millions

2010


2009


2008External revenue from reportable segments


12,483



10,676



11,715External revenue from activities outside of the reportable
    segments


55



7



16Adjustment support revenue


−74



−11



−166Revenue from discontinued operations


0



0



10Total revenue


12,464



10,672



11,575Segment result from reportable segments


6,404



5,627



5,710External revenue from activities outside of the reportable
    segments


55



7



16Development expense  management view


−1,800



−1,801



−1,620Administration and other corporate expenses 
    management view


−651



−659



−734Share-based payment expense


−58



−54



−63Restructuring


−2



−194



−8Acquisition-related restructuring expenses


5



−4



−52Acquisition-related charges


−305



−267



−286Adjustment support revenue


−74



−11



−166Loss from discontinued operations


−983



−56



−96Operating profit


2,591



2,588



2,701Other non-operating expense, net


−186



−73



−27Financial income, net


−67



−80



−50Profit before tax


2,338



2,435



2,624    Segment
    Revenue
    Segment
    Result
  
   F-89




---



##### Table of Contents



Segment
    Assets/Liabilities
    Geographic
    Information
    
  1)
    
    Europe, Middle East, Africa  F-90




---



##### Table of Contents



1)
    
    Europe, Middle East, Africa  
  1)
    
    Europe, Middle East, Africa  
  1)
    
    Europe, Middle East, Africa   F-91




---



##### Table of Contents



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

on December 31, 2010Bill McDermottCo-Chief Executive Officer (from February 7, 2010) Strategy,
    Governance, Corporate Development, Innovation, Sales, Field
    Services, Consulting,
    Ecosystem Activities, Communications, Marketing

Board of Directors, ANSYS, Inc., Canonsburg, Philadelphia,
    United States
    Board of Directors, Under Armour, Inc., Baltimore, Maryland,
    United States
    Board of Directors, PAETEC Communications, Inc., Fairport, New
    York, New York, United StatesJim Hagemann SnabeCo-Chief Executive Officer (from February 7, 2010) Strategy,
    Governance, Corporate Development, Innovation, Products and
    Solutions Development, Communications, Marketing

Board of Directors, Linkage A/S, Copenhagen, Denmark Board of
    Directors, Thrane & Thrane A/S, Lyngby, Denmark
    Supervisory Board, Crossgate AG, Munich, Germany (until July 31,
    2010)Dr. Werner BrandtChief Financial Officer 
    Finance and Administration including Investor Relations and Data
    Protection & Privacy

Supervisory Board, Deutsche Lufthansa AG, Frankfurt am Main,
    Germany
    Supervisory Board, QIAGEN N.V., Venlo, the Netherlands
    Supervisory Board, Heidelberger Druckmaschinen AG, Heidelberg,
    GermanyDr. Angelika Dammann (from July 1, 2010)Chief Human Resources Officer
    Labor Relations Director
    Global Human Resources

Supervisory Board, ESMT European School of Management and
    Technology GmbH, Berlin, Germany (from December 15, 2010)Gerhard OswaldChief Operating Officer 
    SAP Active Global Support, Global IT, Globalization Services,
    Quality Governance & Production, Operations, SAP Labs
    NetworkVishal Sikka (from February 7, 2010)Innovation, Technology and Architecture Across the Company,
    Global ResearchBOARD MEMBERS WHO LEFT DURING 2010Erwin Gunst (until January 31, 2010)Léo Apotheker (until February 7, 2010)John Schwarz (until February 11, 2010)  F-92




---



##### Table of Contents



Memberships on supervisory boards and other comparablegoverning bodies of enterprises, other than subsidiaries of
    SAPSUPERVISORY BOARD

on December 31, 2010Prof. Dr. h.c. mult. Hasso Plattner
    (2),(4),(5),(7),(8),(9)

    ChairmanLars Lamadé
    (1),(4),(7),(9)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, California,
    United States
    Board of Directors, Blyk (NL) Ltd., London, UK
    Board of Directors, Blyk (DE) Ltd., London, UK
    Board of Directors, Blyk (ES) Ltd., London, UK
    Board of Directors, Blyk (BE) Ltd., London, UK
    Board of Directors, Blyk.nl NV, Amsterdam, the Netherlands
    Board of Directors, Blyk.be SA, Hoeilaart, Belgium Board of
    Directors, Blyk International Ltd., London, UKThomas Bamberger
    (1),(3)Chief Operating Officer OperationsPanagiotis Bissiritsas
    (1),(2),(6)Support ExpertWilli Burbach
    (1),(5),(7)DeveloperProf. Dr. Wilhelm Haarmann
    (2),(6),(7),(9)Attorney-at-law, certified public auditor, certified
    tax advisor
    Senior Partner HAARMANN Partnerschaftsgesellschaft,
    Rechtsanwälte,
    Steuerberater, Wirtschaftsprüfer, Frankfurt
    am Main, Germany

Supervisory Board, Vodafone Holding GmbH, Düsseldorf,
    Germany (until December 16, 2010)Peter Koop
    (1),(5),(7)Industry Business Development ExpertChristiane Kuntz-Mayr
    (1),(5)Deputy Chairperson of the Works Council at 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
    Board of Directors, Quickbridge (UK) Ltd., London, UK Board of
    Directors, SCYTL Secure Electronic Voting SA, Barcelona, Spain
    (from June 30, 2010)
    Board of Directors, Abiquo Group Inc., Redwood City, California,
    USA (from November 23, 2010)Dr. Gerhard Maier
    (1),(2),(3)Development Project ManagerDr. h. c. Hartmut Mehdorn
    (4),(6)Independent Consultant

Board of Directors, Air Berlin PLC, Rickmansworth, UK Advisory
    Board, Fiege-Gruppe, Greven, Germany F-93




---



##### 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,
    United States
    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, TUI Travel PLC, London, UK Supervisory Board,
    Fuchs Petrolub AG, Mannheim, Germany
    Board of Directors, Fidelity Advisor World Funds, Bermuda (until
    September 30, 2010)
    Board of Directors, Fidelity Funds SICAV, LuxemburgStefan Schulz
    (1),(4),(5),(6),(9)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, Heitech AG, Erlangen, Germany (from August 9,
    2010)
    Supervisory Board, Dürr AG, Bietigheim-Bissingen,
    Germany
    Supervisory Board, Infineon Technologies AG, Munich, Germany
    Supervisory Board, LEONI AG, Nürnberg, GermanyInformation as at December 31, 2010(1)

    Elected by the employees

(6)

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

    Member of the Companys Compensation Committee

Committee(3)

    Member of the Companys Audit Committee

(7)

    Member of the Companys General Committee(4)

    Member of the Companys Mediation Committee

(8)

    Member of the Companys Nomination Committee(5)

    Member of the Companys Technology and Strategy

(9)

    Member of the Companys Special CommitteeCommittee     Executive
    Board Compensation
  
     
   
   F-94




---



##### Table of Contents



Share-Based
    Compensation
  
   
  
        Retirement
    Pension Plan
  
        Supervisory
    Board Compensation
  
     
  
   F-95




---



##### Table of Contents



Payments
    to Former Executive Board Members








Shareholdings















(31)
    RELATED
    PARTY TRANSACTIONS    out-of-pocket






(32)
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES


F-96



---



##### Table of Contents



Fees for
    Audit and Other Professional Services
  
   
  
      Fees for
    Audit and Other Professional Services of KPMG AG and its
    Affiliates
  
     (33)
    SUBSEQUENT
    EVENTS
   
   F-97




---



##### Table of Contents



(34)
    SUBSIDIARIES,
    ASSOCIATES, AND OTHER EQUITY INVESTMENTS  Number ofTotal


Profit/ Loss(-)


Total Equity


EmployeesRevenue


After Tax for


as of


as ofas at December 31, 2010

Ownership


in
    20101)


20101)


12/31/20101)


12/31/20102)Name and Location of Company

%


(000)


(000)


(000)I. SubsidiariesGERMANYOutlookSoft Deutschland GmbH,
    Walldorf4)


100.0



0



18



0



0SAF Germany GmbH,
    Konstanz4)


70.9



1,007



50



360



0SAP Beteiligungs GmbH, Walldorf


100.0



3



2



46



0SAP Deutschland AG & Co. KG,
    Walldorf9)


100.0



2,597,168



607,039



1,257,501



4,596SAP Dritte Beteiligungs- und Vermögensverwaltung GmbH,
    Walldorf4),

    5),9)


100.0



0



(35,114
)


491,956



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


100.0



0



23,141



827,703



0SAP Foreign Holdings GmbH, Walldorf


100.0



0



32



159



0SAP Fünfte Beteiligungs- und Vermögensverwaltung GmbH,
    Walldorf 3),

    4)


100.0



0



0



2,244,919



0SAP Hosting Beteiligungs GmbH, St. Leon-Rot


100.0



0



0



26



0SAP Portals Europe GmbH,
    Walldorf4)


100.0



0



236



123,471



0SAP Portals Holding Beteiligungs GmbH,
    Walldorf4)


100.0



0



(29
)


928,967



0SAP Projektverwaltungs- und Beteiligungs GmbH,
    Walldorf4),

    5),9)


100.0



0



(37,525
)


291,654



0SAP Puerto Rico GmbH,
    Walldorf7)


100.0



22,802



155



872



32SAP Retail Solutions Beteiligungsgesellschaft mbH, Walldorf


100.0



0



179



14,090



0SAP Vierte Beteiligungs- und Vermögensverwaltung GmbH,
    Walldorf


100.0



0



0



25



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


100.0



0



87,373



90,944



0Steeb Anwendungssysteme GmbH,
    Abstatt9)


100.0



61,068



2,022



14,009



191Sybase Germany GmbH,
    Düsseldorf3),

    4), 8)


100.0



15,945



474



(2,975
)


161TechniData BCS GmbH,
    Siegen3),

    4)


100.0



4,726



(378
)


744



33TechniData GmbH, Markdorf
    3)


100.0



48,579



7,013



83,615



285Wicommunications GmbH,
    Munich4)


100.0



0



0



49



0REST OF EUROPE, MIDDLE EAST, AFRICAAmbin Properties (Proprietary) Limited, Johannesburg, South
    Africa4)


100.0



0



(60
)


(562
)


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


100.0



0



0



1



0Armstrong Laing Limited, London, United
    Kingdom4)


100.0



0



(2
)


2,975



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


100.0



0



0



0



0Business Objects (UK) Limited, London,
    United Kingdom4)


100.0



0



461



32,026



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


100.0



0



51



36,024



0Business Objects Software Limited, Dublin,
    Ireland4)


100.0



683,339



156,511



2,779,237



195 F-98




---



##### Table of Contents



Number ofTotal


Profit/ Loss(-)


Total Equity


EmployeesRevenue


After Tax for


as of


as ofas at December 31, 2010

Ownership


in
    20101)


20101)


12/31/20101)


12/31/20102)Name and Location of Company

%


(000)


(000)


(000)Cartesis UK Limited, London, United
    Kingdom4)


100.0



0



1



1,116



0Chemical Exchange Directory S.A., Collonge-Bellerive,
    Switzerland3),4)


100.0



841



216



1,600



1Christie Partners Holding CV, Rotterdam, The Netherlands
    3),4),8)


100.0



0



15



(21,823
)


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


100.0



0



205



44,612



0Crystal Decisions France S.A.S., Levallois-Perret,
    France4)


100.0



0



52



7,863



0Crystal Decisions Holding Limited, Dublin,
    Ireland4)


100.0



0



61



77,556



0Crystal Decisions UK Limited, London,
    United Kingdom4)


100.0



0



1,469



2,125



0Edgewing Limited, London, United
    Kingdom4)


100.0



0



354



(17
)


0Inxight Software UK Limited, London,
    United Kingdom4)


100.0



0



0



143



0Joe D Partners CV, Utrecht, The Netherlands
    3),4),8)


100.0



0



18,112



707,768



0Limited Liability Company SAP CIS, Moscow, Russia


100.0



278,497



29,068



129,782



504Limited Liability Company SAP Kazakhstan, Almaty, Kazakhstan


100.0



12,267



103



1,295



11Limited Liability Company SAP Ukraine, Kiev, Ukraine


100.0



13,323



(448
)


(1,559
)


103Merlin Systems Oy, Espoo,
    Finland4)


100.0



7,929



472



1,873



28Millsgate Holding B.V., Amsterdam, the
    Netherlands4)


100.0















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


100.0



339,452



45,941



332,880



399SAF Simulation, Analysis and Forecasting AG, Tägerwilen,
    Switzerland


70.9



14,610



752



34,788



61SAF Simulation, Analysis and Forecasting Slovakia s.r.o.,
    Bratislava,
    Slovakia4)


70.9



1,242



(88
)


170



20SAP  NOVABASE, A.C.E., Porto Salvo,
    Portugal3),4)


66.7















SAP (Schweiz) AG, Biel, Switzerland


100.0



485,957



21,245



65,347



541SAP (UK) Limited, Feltham, United Kingdom


100.0



612,522



63,944



94,265



1,044SAP Belgium  Systems Applications and Products NV/SA,
    Brussels,
    Belgium4)


100.0



166,008



12,833



98,102



256SAP BULGARIA EOOD, Sofia,
    Bulgaria4)


100.0



2,549



(184
)


795



10SAP Business Services Center Europe, s.r.o., Prague, Czech
    Republic


100.0



22,185



602



6,475



284SAP Commercial Services Ltd., Valetta, Malta


100.0



0



(5
)


(10
)


0SAP ČR, spol. s r.o., Prague, Czech Republic


100.0



85,687



10,447



27,726



225SAP CYPRUS Ltd, Nicosia,
    Cyprus4)


100.0



3,252



(3
)


(1,824
)


2SAP d.o.o., Zagreb, Croatia


100.0



6,807



(983
)


(431
)


17 F-99




---



##### Table of Contents



Number ofTotal


Profit/ Loss(-)


Total Equity


EmployeesRevenue


After Tax for


as of


as ofas at December 31, 2010

Ownership


in
    20101)


20101)


12/31/20101)


12/31/20102)Name and Location of Company

%


(000)


(000)


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


100.0



142,267



17,286



29,753



154SAP Egypt LLC, Cairo, Egypt
    3),4)


100.0



0



0



9



0SAP EMEA Inside Sales S.L., Barcelona, Spain


100.0



14,593



444



1,646



135SAP España  Sistemas, Aplicaciones y Productos
    en la Informática, S.A., Madrid,
    Spain4)


100.0



224,089



27,335



177,793



359SAP Estonia OÜ, Tallinn, Estonia


100.0



1,320



16



16



1SAP Finland Oy, Espoo, Finland


100.0



96,985



11,022



65,135



109SAP France Holding, Paris, France


100.0



606



91,943



4,879,572



4SAP France, Paris, France


100.0



716,143



67,047



1,584,792



1,432SAP HELLAS SYSTEMS APPLICATIONS AND DATA PROCESSING S.A, Athens,
    Greece


100.0



32,782



1,907



7,451



54SAP Hungary Rendszerek, Alkalmazások és Termékek
    az Adatfeldolgozásban Informatikai Kft., Budapest, Hungary


100.0



45,533



229



17,616



367SAP Ireland Limited, Dublin, Ireland


100.0



3,781



777



(1,181
)


0SAP Ireland US-Financials Services Ltd., Dublin,
    Ireland3),4)


100.0



0



67,288



2,284,278



3SAP Israel Ltd., Raanana, Israel


100.0



15,842



196



(3,536
)


75SAP Italia Sistemi Applicazioni Prodotti in Data Processing
    S.p.A., Milan,
    Italy4)


100.0



306,418



22,256



242,814



508SAP Labs Bulgaria EOOD, Sofia, Bulgaria


100.0



19,607



845



4,417



439SAP Labs Finland Oy, Espoo,
    Finland4)8)


100.0



7,188



421



45,775



48SAP LABS France S.A.S., Mougins, France


100.0



39,206



9,041



22,113



264SAP Labs Israel Ltd., Raanana, Israel


100.0



42,020



2,076



12,404



304SAP Latvia SIA, Riga, Latvia


100.0



1,452



138



(508
)


2SAP Malta Investments Ltd., Valetta, Malta


100.0



0



(5
)


(10
)


0SAP Middle East and North Africa L.L.C., Dubai, United Arab
    Emirates7)


49.0



65,203



(19,775
)


19,994



162SAP Nederland Holding B.V., s-Hertogenbosch, The Netherlands


100.0



0



994



518,981



0SAP Norge AS, Lysaker, Norway


100.0



61,484



(4,137
)


23,571



86SAP Österreich GmbH, Vienna, Austria


100.0



159,844



18,961



24,015



348SAP Polska Sp. z o.o., Warsaw, Poland


100.0



61,850



6,101



29,156



122SAP Portals Israel Ltd., Raanana,
    Israel4)


100.0



53,699



14,299



84,152



291SAP Portugal  Sistemas, Aplicações e
    Produtos Informáticos, Sociedade Unipessoal, Lda., Porto
    Salvo, Portugal


100.0



52,387



1,968



14,405



99SAP Public Serv. Hungary, Budapest, Hungary


100.0



828



273



399



5SAP Romania SRL, Bucharest, Romania


100.0



17,592



2,991



5,459



94SAP Saudi Arabia Software Services Limited, Riyadh, Kingdom of
    Saudi Arabia


100.0



26,297



2,973



30,207



30SAP Saudi Arabia Software Trading Limited, Riyadh, Kingdom of
    Saudi Arabia


51.0



15,919



(1,322
)


7,828



31SAP Service and Support (Ireland) Limited, Dublin, Ireland


100.0



60,434



2,032



27,736



700 F-100




---



##### Table of Contents



Number ofTotal


Profit/ Loss(-)


Total Equity


EmployeesRevenue


After Tax for


as of


as ofas at December 31, 2010

Ownership


in
    20101)


20101)


12/31/20101)


12/31/20102)Name and Location of Company

%


(000)


(000)


(000)SAP sistemi, aplikacije in produkti za obdelavo podatkov d.o.o.,
    Ljubljana, Slovenia


100.0



14,222



1,342



6,585



24SAP Slovensko s.r.o., Bratislava, Slovakia


100.0



35,067



1,346



18,214



140SAP Svenska Aktiebolag, Stockholm, Sweden


100.0



122,313



11,715



17,018



117SAP Türkiye Yazilim Üretim ve Ticaret A.S., Istanbul,
    Turkey


100.0



46,496



2,278



16,483



96SAP UAB (Lithuania), Vilnius, Lithuania


100.0



1,879



(682
)


(463
)


3SAP West Balkans d.o.o., Belgrade, Serbia


100.0



8,832



1,414



2,265



26Set Analyzer UK Limited, London, United
    Kingdom4)


100.0



0



0



1,010



0Sybase (Schweiz) GmbH, Zürich, Switzerland
    3),4),8)


100.0



586



(14
)


1,194



7Sybase (UK) Limited, Maidenhead, United Kingdom
    3),4),8)


100.0



18,092



1,415



(904
)


205Sybase 365 Limited, Maidenhead, United Kingdom
    3),4),8)


100.0



0



0



0



0Sybase ApS, Copenhagen, Denmark
    3),4),8)


100.0



136



7



437



2Sybase Europe B.V., Utrecht, The Netherlands
    3),4),8)


100.0



65,075



(11,767
)


12,508



48Sybase France S.a.r.l., Paris, France
    3),4),8)


100.0



19,941



2,607



(10,448
)


119Sybase Iberia S.L., Madrid, Spain
    3),4),8)


100.0



5,114



139



(21,723
)


33Sybase Italia SRL, Milano, Italy
    3),4),8)


100.0



3,107



(129
)


(422
)


34Sybase Luxembourg s.a.r.l, Luxembourg
    3),4),8)


100.0



99



(4
)


(25
)


0Sybase Nederland B.V., Utrecht, The Netherlands
    3),4),8)


100.0



924



36



4,949



15Sybase Norge AS, Oslo, Norway
    3),4),8)


100.0



398



15



819



3Sybase Software BVBA/SPRL, Zaventem, Belgium
    3),4),8)


100.0



1,582



(7
)


859



19Sybase South Africa (Proprietary) Limited, Johannesburg, South
    Africa
    3),4),8)


100.0



7,788



560



(5,284
)


143Sybase Sverige AB, Kista, Sweden
    3),4),8)


100.0



2,052



256



1,544



25Systems Applications Products Africa Region (Proprietary)
    Limited, Johannesburg, South
    Africa4)


100.0



31,534



2,899



17,503



13Systems Applications Products (Africa) (Proprietary) Limited,
    Johannesburg, South Africa


100.0



0



6,950



101,028



0Systems Applications Products Nigeria Limited, Abuja,
    Nigeria4)


100.0



12,531



953



1,696



26Systems Applications Products South Africa (Proprietary)
    Limited, Johannesburg, South
    Africa4)


89.5



177,582



14,582



36,850



308TechniData Labs Bulgaria EOOD, Sofia,
    Bulgaria3),4)


100.0



1,024



277



652



24TomorrowNow (UK) Limited, Feltham,
    United Kingdom4)


100.0



0



438



27



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


100.0



0



(306
)


(3,207
)


1AMERICAS110405, Inc., Newtown Square, Pennsylvania, USA


100.0



0



0



15,636



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


100.0



0



0



83



0 F-101




---



##### Table of Contents



Number ofTotal


Profit/ Loss(-)


Total Equity


EmployeesRevenue


After Tax for


as of


as ofas at December 31, 2010

Ownership


in
    20101)


20101)


12/31/20101)


12/31/20102)Name and Location of Company

%


(000)


(000)


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


100.0



0



1,133



62,587



0Clear Standards, Inc., Sterling, Virginia,
    USA4)


100.0



66



(1,212
)


16,074



0Extended Systems, Inc., Boise, Idaho,
    USA3),4)


100.0



0



21



17,041



0Financial Fusion, Inc., Concord, Massachusetts,
    USA3),4)


100.0



0



0



0



0Frictionless Commerce, Inc., Newtown Square, Pennsylvania,
    USA4)


100.0



2,370



(241
)


36,063



0Highdeal, Inc., New York,
    USA4)


100.0



367



87



(20
)


0iAnywhere Solutions Canada Ltd, Waterloo,
    Canada3),4),8)


100.0



726



1,205



5,748



149iAnywhere Solutions Inc., Dublin, California,
    USA3),4),8)


100.0



16,153



8,454



102,682



91INEA Corporation USA, Wilmington, Delaware,
    USA4)


100.0



0



76



319



0Inxight Federal Systems Group, Inc., Wilmington, Delaware,
    USA4)


100.0



0



(2
)


97



0Khimetrics Canada, Inc., Montreal,
    Canada4)


100.0















Liberia LLC, Wilmington, Delaware,
    USA4)


100.0















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


100.0



227



(333
)


(412
)


0SAF Simulation, Analysis and Forecasting U.S.A., Inc.,
    Grapevine, Texas,
    USA4)


70.9



3,988



83



705



13SAP America, Inc., Newtown Square, Pennsylvania, USA


100.0



3,167,086



356,808



1,211,348



5,201SAP Andina y del Caribe C.A., Caracas,
    Venezuela7)


100.0



17,379



(25,867
)


306



56SAP ARGENTINA S.A., Buenos Aires, Argentina


100.0



119,988



3,863



20,951



490SAP Brasil Ltda, São Paulo, Brazil


100.0



407,585



15,130



111,708



1,094SAP Canada Inc., Toronto, Canada


100.0



621,852



47,357



416,334



2,053SAP Colombia S.A.S., Bogota, Colombia


100.0



60,675



(31
)


(3,628
)


154SAP Costa Rica, S.A., San José, Costa
    Rica3),4)


100.0



0



0



0



0SAP Financial Inc., Toronto,
    Canada4)


100.0



0



25,297



7,680



0SAP Global Marketing, Inc., New York, USA


100.0



224,592



3,042



18,234



469SAP Government Support & Services, Inc., Newtown
    Square, Pennsylvania,
    USA4)


100.0



38,482



3,237



120,886



173SAP Industries, Inc., Scottsdale, Arizona,
    USA4),7)


100.0



267,868



32,957



370,017



439SAP International, Inc., Miami, Florida,
    USA4)


100.0



69,959



1,017



11,710



47SAP Investments, Inc., Wilmington, Delaware,
    USA4)


100.0



0



11,541



616,468



0SAP LABS, LLC, Palo Alto, California,
    USA4)


100.0



462,541



25,582



115,334



2,091SAP México S.A. de C.V., Mexico City, Mexico


100.0



183,702



(13,526
)


19,639



381SAP PERU S.A.C., Inc., Lima, Peru


100.0



20,092



(1,496
)


(4,734
)


47SAP Public Services, Inc., Washington, D.C.,
    USA4)


100.0



307,374



40,608



237,316



249SAP Technologies Inc., Palo Alto, California, USA
    3),4)


100.0



0



0



0



0SAP Ventures Fund I Holdings, LLC, Wilmington, Delaware,
    USA 3)


100.0















 F-102




---



##### Table of Contents



Number ofTotal


Profit/ Loss(-)


Total Equity


EmployeesRevenue


After Tax for


as of


as ofas at December 31, 2010

Ownership


in
    20101)


20101)


12/31/20101)


12/31/20102)Name and Location of Company

%


(000)


(000)


(000)Sybase 365 LLC, Dublin, California,
    USA3),4),8)


100.0



18,813



(482
)


96,753



139Sybase 365 Ltd., Tortola, British Virgin
    Islands3),4),8)


100.0



0



0



(1,927
)


0Sybase Argentina S.A., Buenos Aires,
    Argentina3),4),8)


100.0



967



98



1,170



14Sybase Canada Ltd., Waterloo,
    Canada3),4),8)


100.0



4,149



234



8,416



61Sybase de Mexico, S. De R.L. de C.V., Mexico City,
    Mexico3),4),8)


100.0



2,047



34



1,615



29Sybase do Brasil Software Ltda., Sao Paulo,
    Brasil3),4),8)


100.0



7,775



344



1,053



30Sybase Global LLC, Dublin, California,
    USA3),4),8)


100.0



0



0



7,291



0Sybase Intl Holdings LLC, Dublin, California,
    USA3),4),8)


100.0



0



0



11,665



0Sybase, Inc., Dublin, California,
    USA3),4),8)


100.0



106,725



105,162



4,484,785



1,216TechniData America LLC, Wilmington, Delaware,
    USA3),4)


100.0



9,878



(96
)


(392
)


64TomorrowNow, Inc., Bryan, Texas,
    USA4)


100.0



0



(1,065,737
)


(991,350
)


3ASIA PACIFIC JAPANBeijing Zhang Zhong Hu Dong Xin Si Ju Shu Co. Ltd., Beijing,
    China
    3),4)


100.0



810



7



(842
)


7Business Objects Asia Pacific Pte Limited,
    Singapore4)


100.0



0



63



39,646



0Business Objects Australia Pty Limited, Sydney,
    Australia4)


100.0



0



(15,276
)


(51
)


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


100.0



0



0



262



0Business Objects Software (Shanghai) Co., Ltd., Shanghai, China


100.0



12,724



1,052



4,834



154Crystal Decisions (Hong Kong) Limited, Hong Kong,
    China4)


100.0



0



(12
)


0



0iAnywhere K.K., Tokyo, Japan
    3),4),8)


100.0



3,780



(40
)


(2,602
)


22PT SAP Indonesia, Jakarta, Indonesia


100.0



34,757



4,823



22,869



41PT Sybase 365 Indonesia, Jakarta, Indonesia
    3),4),8)


100.0



7



(1
)


230



0Ruan Lian Technologies (Beijing) Co. Ltd., Beijing, China
    3),4),8)


100.0



0



(4
)


(1,051
)


1SAP (Beijing) Software System Co., Ltd., Beijing, China


100.0



235,091



(6,910
)


59,523



2,143SAP Asia Pte Limited, Singapore


100.0



199,117



8,780



25,829



651SAP Australia Pty Limited, Sydney, Australia


100.0



421,184



52,771



224,011



573SAP HONG KONG CO. LIMITED, Hong Kong, China


100.0



29,869



1,396



4,245



57SAP INDIA (HOLDING) PTE LTD, Singapore


100.0



0



(5
)


300



0SAP INDIA PRIVATE LIMITED, Bangalore,
    India4)


100.0



257,695



25,835



172,195



1,327SAP JAPAN Co., Ltd., Tokyo, Japan


100.0



517,418



33,893



436,595



1,075SAP Korea Limited, Seoul, South Korea


100.0



98,741



10,141



24,010



190SAP Labs India Private Limited, Bangalore, India


100.0



137,311



(8,821
)


8,468



4,112SAP Malaysia Sdn. Bhd., Kuala Lumpur, Malaysia


100.0



68,172



10,496



28,274



119SAP New Zealand Limited, Auckland, New Zealand


100.0



43,924



5,509



28,560



34 F-103




---



##### Table of Contents



Number ofTotal


Profit/ Loss(-)


Total Equity


EmployeesRevenue


After Tax for


as of


as ofas at December 31, 2010

Ownership


in
    20101)


20101)


12/31/20101)


12/31/20102)Name and Location of Company

%


(000)


(000)


(000)SAP PHILIPPINES, INC., Makati, Philippines


100.0



25,524



1,441



7,866



36SAP R&D Center Korea, Inc., Seoul, South
    Korea4)


100.0



6,929



304



15,561



70SAP SYSTEMS, APPLICATIONS AND PRODUCTS IN DATA PROCESSING
    (THAILAND) LTD., Bangkok,
    Thailand10)


49.0



35,621



3,964



33,228



41SAP TAIWAN CO., LTD., Taipei, Taiwan


100.0



47,116



5,220



19,796



69Sybase (N.Z.) Limited, Wellington, New Zealand
    3),4),8)


100.0



1,107



(414
)


3,518



5Sybase (Singapore) Pte Limited, Singapore
    3),4),8)


100.0



3,099



340



1,012



183Sybase 365 Ltd. (HK), Hong Kong, China
    3),4),8)


100.0















Sybase Australia Pty Limited, Sydney, Australia
    3),4),8)


100.0



6,579



(772
)


6,053



38Sybase Hong Kong Limited, Hong Kong, China
    3),4),8)


100.0



3,461



(711
)


338



77Sybase India, Ltd., Dublin, California, USA
    3),4),8)


100.0



0



(46
)


1,693



0Sybase KK, Tokyo, Japan
    3),4),8)


100.0



10,759



(3,055
)


1,178



58Sybase Korea, Ltd, Seoul, South Korea
    3),4),8)


100.0



4,507



128



2,557



47Sybase Philippines Inc., Dublin, California, USA
    3),4),8)


100.0



0



(8
)


(11
)


0Sybase Software (China) Co. Ltd., Beijing, China
    3),4),8)


100.0



7,687



1,039



13,418



383Sybase Software (India) Private Ltd, Mumbai, India
    3),4),8)


100.0



3,257



827



7,090



204Sybase Software (Malaysia) Sdn. Bhd., Kuala Lumpur, Malaysia
    3),4),8)


100.0



1,056



58



1,532



3Sybase Taiwan Co. Ltd., Taipei, Taiwan
    3),4),8)


100.0



2,311



118



1,458



19Technidata Asia Pte Limited, Singapore
    3),4)


100.0



176



(183
)


97



3TomorrowNow Australia Pty Limited, Sydney,
    Australia4)


100.0



0



5



385



0TomorrowNow Singapore Pte Limited,
    Singapore4)


100.0



0



0



87



0II. INVESTMENTS IN ASSOCIATESArisGlobal Holdings, LLC, Stamford, Connecticut,
    USA4)


16.00



37,835



4,175



7,145



700Crossgate AG, München, Munich


6.37



33,499



3,673



37,000



251Greater Pacific Capital (Cayman), L.P., Grand Cayman, Cayman
    Islands


5.35















0Original1 GmbH, Frankfurt am Main, Germany


40.00



39



(4,085
)


3,900



12Procurement Negócios Eletrônicos S/A, Rio de Janeiro,
    Brazil4)


17.00



15,554



1,918



15,921



0RIB Software AG, Stuttgart, Germany


7.15















219TechniData IT-Service GmbH, Markdorf,
    Germany4)


26.00



9,442



485



892



85     1)
    
    These figures are based on our
    local IFRS financial statements prior to eliminations resulting
    from consolidation and therefore do not reflect the contribution
    of these companies included in the Consolidated Financial
    Statements. The translation of the equity into group currency is
    based on period-end closing exchange rates, and on average
    exchange rates for revenue and net income/loss.2)
    
    As at December 31, 2010,
    including managing directors, in FTE3)
    
    Consolidated for the first time in
    2010 F-104




---



##### Table of Contents



4)
    
    Wholly or majority-owned entity of
    a subsidiary5)
    
    Entity with profit and loss
    transfer agreement6)
    
    The remaining shares are held by a
    trustee7)
    
    Restructured and/or renamed in 20108)
    
    The revenue and net income figures
    are based on local financial statements prior to consolidation.
    Due to the acquisition of Sybase on July 26, the results
    are based on IFRS for the period after the acquisition. These
    figures include acquisition-related adjustments.9)
    
    Pursuant to HGB, section 264
    (3) or section 264b, the subsidiaries are exempt from
    applying certain legal requirements to their statutory
    stand-alone financial statements including the requirement to
    prepare notes to the financial statements and a review of
    operations, the requirement of independent audit and the
    requirement of public disclosure.10)
    
    The remaining shares are the
    preference shares without the right to vote. F-105




---



##### Table of Contents



as at December 31, 2010Name and Location of CompanyIII. OTHER EQUITY INVESTMENTS (ownership 5 or more
    percent)Aepona Ltd., Belfast, Northern Ireland, United KingdomApigee Corporation, Santa Clara, California, USAApriso Corporation, Long Beach, California, USAConnectiva Systems, Inc., New York, USADeutsches Forschungszentrum für Künstliche Intelligenz
    GmbH, Kaiserslautern, GermanyEIT ICT Labs GmbH, Berlin, GermanyIgnite Technologies, Inc., Frisco, Texas, USAInnovationLab GmbH, Heidelberg, GermanyiTAC Software AG, Dernbach, GermanyiYogi Holdings Pvt. Ltd., Port Louis, MauritiusLavante, Inc., San Jose, California, USAMuleSoft, Inc., San Francisco, California, USAMVP Strategic Partnership Fund GmbH & Co. KG,
    Grünwald, GermanyOnDeck Capital, Inc., New York, USAOnventis GmbH, Stuttgart, GermanyPost for Systems, Cairo, EgyptPowersim Corporation, Herndon, Virginia, USAQCLS Corporation, Woodside, California, USAQumu, Inc., San Bruno, California, USARealize Corporation, Tokyo, JapanRetail Solutions, Inc. (legal name: T3C, Inc.), Mountain View,
    California, USAReturn Path, Inc., New York, USASmart City Planning, Inc., Tokyo, JapanSupplyOn AG, Hallbergmoos, GermanyTechnologie- und Gründerzentrum Walldorf Stiftung GmbH,
    Walldorf, Germany  F-106