Obligation SAPE SE 2.5% ( XS0500128755 ) en EUR

SAPE SE

100 % ▼

Allemagne

XS0500128755 ( en EUR )

2.5% par an ( paiement annuel )

10/04/2014 - Obligation échue

Prospectus brochure de l'obligation SAP SE XS0500128755 en EUR 2.5%, échue

1 000 EUR

500 000 000 EUR

SAP SE est une entreprise multinationale allemande de logiciels qui développe et vend des logiciels d'entreprise, notamment des systèmes de planification des ressources de l'entreprise (ERP).

L'Obligation émise par SAPE SE ( Allemagne ) , en EUR, avec le code ISIN XS0500128755, paye un coupon de 2.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 10/04/2014

Prospectus
dated 31 March 2010

SAP AG
(a stock corporation incorporated under the laws of the Federal Republic of Germany
having its corporate seat in Walldorf, Federal Republic of Germany)
Euro [·] [·] per cent. Notes due 2014
Issue price: [·] per cent.
ISIN: XS0500128755
Euro [·] [·] per cent. Notes due 2017
Issue price: [·] per cent.
ISIN: XS0500128326
SAP AG, Walldorf, Federal Republic of Germany (the "Issuer" or "SAP AG"), will issue on or about 8 April 2010 (the "Issue Date")
EUR[·] [·] per cent. fixed rate notes due 2014 (the "2014 Notes") and EUR [·] [·] per cent. fixed rate notes due 2017 (the "2017 Notes" and
together with the 2014 Notes, the "Notes" and each a "Series"). The 2014 Notes will be redeemed at par on 10 April 2014. The 2017 Notes
will be redeemed at par on 10 April 2017. The 2014 Notes will bear interest from and including 8 April 2010 to, but excluding, 10 April
2014 at a rate of [·] per cent. per annum, payable annually in arrear on 10 April in each year, commencing on 10 April 2011. The 2017
Notes will bear interest from and including 8 April 2010 to, but excluding, 10 April 2017 at a rate of [·] per cent. per annum, payable annu-
ally in arrear on 10 April in each year, commencing on 10 April 2011.
This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 5.3 of the Directive 2003/71/EC of the European
Parliament and the Council of 4 November 2003 (the "Prospectus Directive"). This Prospectus will be published in electronic form to-
gether with all documents incorporated by reference on the website of the Luxembourg Stock Exchange (www.bourse.lu). This Prospectus
has been approved by the Commission de Surveillance du Sector Financier of the Grand Duchy of Luxembourg (the "CSSF") in its capacity
as competent authority under the Luxembourg law relating to prospectuses for securities (Loi relative aux prospectus pour valeurs mo-
bilières) (the "Prospectus Law"), which implements the Prospectus Directive. The Issuer has requested the CSSF to provide the competent
authority in the Federal Republic of Germany ("Germany"), The Netherlands, and the Republic of Austria and may request to provide
competent authorities in additional host Member States within the European Economic Area with a certificate of approval attesting that the
Prospectus has been drawn up in accordance with the Luxembourg law relating to prospectuses for securities (the "Notification").
Application has been made to list the Notes on the official list of the Luxembourg Stock Exchange (the "Official List") and admit the Notes
to trading on the regulated market of the Luxembourg Stock Exchange, a market appearing on the list of regulated markets issued by the E.C.
pursuant to Directive 2004/39/EC of 21 April 2004 on markets in financial instruments.
The Notes are issued in bearer form with a denomination of EUR 1,000 each.
The final issue price, principal amount and interest rate of each Series, the issue proceeds, the commissions, the yield and the expenses of
the issue will be included in the Pricing Notice (as defined in "Subscription, Sale and Offer of the Notes" below) which will be published on
the website of the Luxembourg Stock Exchange (www.bourse.lu) on or prior to the Issue Date of the Notes.
The 2014 Notes have been assigned the following securities codes: ISIN XS0500128755, Common Code 050012875, WKN A1ELSL.
The 2017 Notes have been assigned the following securities codes: ISIN XS0500128326, Common Code 050012832, WKN A1ELSK.
Joint Lead Managers
BNP PARIBAS
Deutsche Bank
ING Commercial Banking
J.P. Morgan

RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in this Prospectus and hereby declares that, hav-
ing taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to
the best of its knowledge, in accordance with the facts and contains no omission likely to affect its importance.
The Issuer further confirms that (i) this Prospectus contains all information with respect to the Issuer and its
subsidiaries and affiliates taken as a whole (the "SAP Group", "we", "our" or "us") and to the Notes which is
material in the context of the issue and offering of the Notes, including all information which, according to the
particular nature of the Issuer and of the Notes is necessary to enable investors and their investment advisers to
make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of
the Issuer and the SAP Group and of the rights attached to the Notes; (ii) the statements contained in this Pro-
spectus relating to the Issuer, the SAP Group and the Notes are in every material particular true and accurate and
not misleading; (iii) there are no other facts in relation to the Issuer, the SAP Group or the Notes the omission of
which would, in the context of the issue and offering of the Notes, make any statement in the Prospectus mis-
leading in any material respect; and (iv) reasonable enquiries have been made by the Issuer to ascertain such
facts and to verify the accuracy of all such information and statements.
NOTICE
No person is authorised to give any information or to make any representations other than those contained in
this Prospectus and, if given or made, such information or representations must not be relied upon as having
been authorised by or on behalf of the Issuer or the Joint Lead Managers (as defined in "SUBSCRIPTION,
SALE AND OFFER OF THE NOTES"). Neither the delivery of this Prospectus nor any offering, sale or deliv-
ery of any Notes made hereunder shall, under any circumstances, create any implication (i) that the information
in this Prospectus is correct as of any time subsequent to the date hereof or, as the case may be, subsequent to
the date on which this Prospectus has been most recently amended, or supplemented, or (ii) that there has been
no adverse change in the financial situation of the Issuer which is material in the context of the issue and sale of
the Notes since the date of this Prospectus or, as the case may be, the date on which this Prospectus has been
most recently amended or supplemented, or the balance sheet date of the most recent financial statements which
are deemed to be incorporated into this Prospectus by reference or (iii) that any other information supplied in
connection with the issue of the Notes is correct at any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
This Prospectus contains certain forward-looking statements, including statements using the words "believes",
"anticipates" "intends", "expects" or other similar terms. This applies in particular to statements under the cap-
tion "GENERAL INFORMATION ABOUT THE ISSUER - Business" and statements elsewhere in this Pro-
spectus relating to, among other things, the future financial performance, plans and expectations regarding de-
velopments in the business of the Issuer. These forward-looking statements are subject to a number of risks,
uncertainties, assumptions and other factors that may cause the actual results, including the financial position
and profitability of the Issuer, to be materially different from or worse than those expressed or implied by these
forward-looking statements. The Issuer does not assume any obligation to update such forward-looking state-
ments and to adapt them to future events or developments.
Neither the Joint Lead Managers nor any other person mentioned in this Prospectus, except for the Issuer, is
responsible for the information contained in this Prospectus or any other document incorporated herein by refer-
ence, and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons
accepts any responsibility for the accuracy and completeness of the information contained in any of these docu-
ments.
Each investor contemplating purchasing any Notes should make its own independent investigation of the finan-
cial condition and affairs, and its own appraisal of the creditworthiness of the Issuer. This Prospectus does not
constitute an offer of Notes or an invitation by or on behalf of the Issuer or the Joint Lead Managers to purchase
any Notes. Neither this Prospectus nor any other information supplied in connection with the Notes should be
considered as a recommendation by the Issuer or the Joint Lead Managers to a recipient hereof and thereof that
such recipient should purchase any Notes.
This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone
in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to
make such offer or solicitation.

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The offer, sale and delivery of the Notes and the distribution of this Prospectus in certain jurisdictions is re-
stricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Joint
Lead Managers to inform themselves about and to observe any such restrictions. In particular, the Notes have
not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities
Act") and include notes in bearer form that are subject to U.S. tax law requirements. Subject to certain limited
exceptions, the Notes may not be offered, sold or delivered within the United States or to U.S. persons.
For a further description of certain restrictions on offerings and sales of the Notes and distribution of this Pro-
spectus (or of any part thereof) see "SUBSCRIPTION, SALE AND OFFER OF THE NOTES Selling Restric-
tions."
The legally binding language of this Prospectus is English. Any part of the Prospectus in German language
constitutes a translation, except for the conditions of issue of the Notes in respect of which German is the legally
binding language.
In this Prospectus, unless otherwise specified, all references to "", "EUR" or "Euro" are to the currency intro-
duced at the start of the third stage of European economic and monetary union, and as defined in Article 2 of
Council Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the Euro, as amended.
IN CONNECTION WITH THE ISSUE OF THE NOTES, DEUTSCHE BANK AG, LONDON BRANCH (OR
PERSONS ACTING ON ITS BEHALF) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS
WITH A VIEW TO SUPPORTING THE PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT
WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT DEUTSCHE
BANK AG, LONDON BRANCH (OR PERSONS ACTING ON ITS BEHALF) WILL UNDERTAKE STABI-
LISATION ACTION. ANY STABILISATION ACTION MAY BEGIN AT ANY TIME AFTER THE ADE-
QUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES AND, IF BEGUN,
MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 CAL-
ENDAR DAYS AFTER THE DATE OF THE RECEIPT OF THE PROCEEDS OF THE ISSUE BY THE IS-
SUER AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. SUCH
STABILISING SHALL BE IN COMPLIANCE WITH ALL LAWS, DIRECTIVES, REGULATIONS AND
RULES OF ANY RELEVANT JURISDICTION.

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TABLE OF CONTENTS
SUMMARY ........................................................................................................................................................... 4
GERMAN TRANSLATION OF THE SUMMARY ............................................................................................ 12
RISK FACTORS .................................................................................................................................................. 20
USE OF PROCEEDS ........................................................................................................................................... 33
GENERAL INFORMATION ABOUT THE ISSUER ......................................................................................... 34
CONDITIONS OF ISSUE .................................................................................................................................... 54
TAXATION ......................................................................................................................................................... 71
SUBSCRIPTION, SALE AND OFFER OF THE NOTES .................................................................................. 75
GENERAL INFORMATION / INCORPORATION BY REFERENCE ............................................................. 79
NAMES AND ADDRESSES ............................................................................................................................... 83

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SUMMARY
The following constitutes the summary (the "Summary") of the essential characteristics of and risks associated
with the Issuer and the Notes. This Summary should be read as an introduction to this Prospectus. It does not
purport to be complete and is taken from, and is qualified in its entirety by, the remainder of this Prospectus.
Any decision by an investor to invest in the Notes should be based on consideration of this Prospectus as a
whole. Where a claim relating to the information contained in this Prospectus is brought before a court, the
plaintiff investor might, under the national legislation of such court, have to bear the costs of translating the
Prospectus before the legal proceedings are initiated. Civil liability attaches to the Issuer who has tabled this
Summary including any translation thereof, and applied for its notification, but only if the Summary is mislead-
ing, inaccurate or inconsistent when read together with the other parts of this Prospectus.
Summary in respect of the Notes
Words and expressions defined in the Conditions of Issue of the Notes reproduced elsewhere in this Prospectus
shall have the same meanings in this Summary.
Issuer:
SAP AG
Joint Lead Managers:
BNP Paribas
Deutsche Bank AG, London Branch
ING Bank NV
J.P. Morgan Securities Ltd.
Principal Paying Agent:
Deutsche Bank Aktiengesellschaft
Grosse Gallusstrasse 10 14
60311Frankfurt am Main
Germany
Luxembourg Listing Agent
Deutsche Bank Luxembourg S.A.
Determination of Principal
The final issue price and principal amount, the interest rate, the issue
Amount, Issue Price and further
proceeds, the commissions, the yield, the expenses and the Issue Date of
information:
the issue will be included in the Pricing Notice (as defined in "SUB-
SCRIPTION, SALE AND OFFER OF THE NOTES" below) which will
be published on the website of the Luxembourg Stock Exchange
(www.bourse.lu) on or prior to the Issue Date of the Notes.
Principal Amount:
2014 Notes: EUR [·]
2017 Notes: EUR [·]
Issue Price:
2014 Notes: [·] per cent.
2017 Notes: [·] per cent.
Issue Date:
8 April 2010

Denomination:
The Notes will be issued in a denomination of EUR 1,000 each.
Offer period:
The Notes will be offered to investors by the Joint Lead Managers dur-
ing an offer period which will commence on 31 March 2010 and will be

open until the Issue Date.
Form of Notes:
The Notes will initially be represented by a temporary global bearer
Note (the "Temporary Global Note") without interest coupons which
will be kept in custody by a common safekeeper on behalf of both,
Clearstream Banking société anonyme, Luxembourg and Euroclear Bank
SA/NV (together, the "Clearing System"). Notes represented by the
Temporary Global Note will be exchangeable for Notes represented by a

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permanent global bearer Note (the "Permanent Global Note", and each
of the Temporary Global Note and the Permanent Global Note, a
"Global Note") without interest coupons not earlier than 40 days after
the Issue Date in accordance with the provisions set out in the Condi-
tions of Issue. In particular such exchange and any payment of interest
on Notes represented by the Temporary Global Note shall only be made
upon delivery of certifications as to non-U.S. beneficial ownership in
accordance with the rules and operating procedures of the Clearing Sys-
tem. Payments on the Temporary Global Note will only be made against
presentation of such certifications. No definitive Notes or interest cou-
pons will be issued.
Interest:
The 2014 Notes will bear interest from and including 8 April 2010 to,
but excluding, 10 April 2014 at a rate of [·] per cent. per annum, payable
annually in arrear on 10 April in each year, commencing on 10 April
2011.
The 2017 Notes will bear interest from and including 8 April 2010 to,
but excluding, 10 April 2017 at a rate of [·] per cent. per annum, payable
annually in arrear on 10 April in each year, commencing on 10 April
2011.
Taxation:
Principal and interest shall be payable without withholding or deduction
for or on account of any present or future taxes or duties of whatever
nature imposed or levied by or on behalf of Germany or by or on behalf
of any political subdivision or authority thereof or therein having power
to tax (the "Withholding Taxes"), unless such withholding or deduction
is required by law. In such event, the Issuer will, subject to the excep-
tions set out in the Conditions of Issue, pay such additional amounts as
shall be necessary in order that the net amounts received by the Holders
of the Notes after such withholding or deduction shall equal the respec-
tive amounts of principal and interest which would otherwise have been
receivable in respect of the Notes in the absence of such withholding or
deduction.
Early Redemption for Taxation
Early redemption of the Notes for reasons of taxation will be permitted,
Reasons:
if as a result of any change in, or amendment to, the laws or regulations
(including any amendment to, or change in, an official interpretation or
application of such laws or regulations) of Germany or any political
subdivision or taxing authority thereto or therein affecting taxation or the
obligation to pay duties of any kind, the Issuer will become obligated to
pay additional amounts on the Notes, all as more fully set out in the
Conditions of Issue.
Status of the Notes:
The obligations under the Notes constitute unsecured and unsubordi-
nated obligations of the Issuer ranking pari passu among themselves and
pari passu with all other unsecured and unsubordinated obligations of
the Issuer, unless such obligations are accorded priority under mandatory
provisions of statutory law.
Negative Pledge:
In § 2 of the Conditions of Issue the Issuer agrees not to provide any
Security Interest for any Capital Market Indebtedness.
Change of Control
The Conditions of the Issue contain a change of control provision.
Events of Default:
The Notes will provide for events of default entitling Holders to demand
immediate redemption of the Notes, all as more fully set out in the Con-
ditions of Issue.
Cross Default
The Conditions of Issue contain a cross default clause in relation to non-

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payment of Capital Market Indebtedness.
Governing Law:
The Notes are governed by German law.
Jurisdiction:
Exclusive place of jurisdiction for all legal proceedings arising under the
Notes is Frankfurt am Main, Germany.
German Act on Issues of Debt
The Conditions of Issue provide that Holders may agree by majority vote
Securities (Schuldverschreibungs-
to amendments of the Conditions of Issue and appoint a joint representa-
gesetz)
tive (gemeinsamer Vertreter) for all Holders for the preservation of their
rights pursuant to section 5 para. 1 of the German Act on Issues of Debt
Securities (Schuldverschreibungsgesetz). Resolutions will be adopted in
a noteholders' meeting.
Listing and admission to trading:
Application has been made for admission to trading of the Notes on the
regulated market of the Luxembourg Stock Exchange and for listing of
the Notes on the official list of the Luxembourg Stock Exchange.
Selling Restrictions:
The offer and the sale of the Notes and the distribution of offering mate-
rials are subject to specific restrictions. The relevant restrictions applica-
ble in the European Union, the USA and the United Kingdom as well as
Japan are set out under "SUBSCRIPTION, SALE AND OFFER OF
THE NOTES".
Clearance and Settlement:
The Notes will be accepted for clearing through the Clearing System.
Availability of documents:
This Prospectus and the documents incorporated by reference herein will
be published on the website of the Luxembourg Stock Exchange
(www.bourse.lu) or are obtainable in printed form at the address of the
Principal Paying Agent.
Summary in respect of the Issuer
Information about SAP AG
SAP AG is a German stock corporation (Aktiengesellschaft). It is registered with the Commercial Register
(Handelsregister) of the Lower Court (Amtsgericht) in Mannheim under HRB 350269 under the name "SAP
AG". Our legal corporate name is "SAP AG". SAP AG is translated in English to "SAP Corporation". Our prin-
cipal executive offices, headquarters and registered office are located at Dietmar-Hopp-Allee 16, 69190 Wall-
dorf, Germany. Our telephone number is: +49-6227-7-47474.
Selected Financial Information
The following table sets out selected financial information relating to the SAP Group. The information has been
extracted from the audited consolidated financial statements of SAP AG for the fiscal years ended 31 December
2009 and 2008. These consolidated financial statements of SAP AG have been prepared in accordance with the
International Financial Reporting Standards as adopted by the EU (IFRS).

Financial year ended
Financial year ended
31 December 2009
31 December 2008
EUR in million
Total revenue
10,672
11,575
Operating profit
2,588
2,701
Profit after tax
1,750
1,848

31 December 2009
31 December 2008
Cash and cash equivalents
1,884
1,280

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Total assets
13,374
13,900
Total equity
8,491
7,171
Issued capital
1,226
1,226
Current bank loans
4
2,319
Non-current bank loans
699
2

Organisational Structure
As of 31 December 2009, SAP AG was the parent company of 163 subsidiaries. Our subsidiaries perform vari-
ous tasks such as the distribution of SAP Group's products and providing SAP services on a local basis, re-
search and development, customer support, marketing, and administration. Our primary research and develop-
ment facilities, the overall group strategy and the corporate administration functions are concentrated at our
headquarters in Walldorf, Germany.
Business Overview/Principal Activities
SAP AG is one of the leading international providers of business software and, based on market capitalization,
the world's third-largest independent software manufacturer (according to SAP AG). SAP Group has more than
95,000 customers in over 120 countries and employs more than 47,500 people at locations in more than 50
countries in the European, Middle East, and Africa (EMEA), Americas, and Asia Pacific Japan (APJ) regions.
Our core business is selling licenses for software solutions and related services. Our solutions, which cover
standard business applications and technologies as well as specific industry applications, are designed to help
companies make their business processes more efficient and agile and create sustainable new value.
The SAP product portfolio features the following key software applications, which are delivered through multi-
ple deployment and consumption options:
·
The SAP Business Suite software, for large organizations and international corporations. The software
supports core business operations ranging from supplier relationships to production to warehouse man-
agement, sales, and all administrative functions, through to customer relationships. There are several
industry specific solutions, for instance banking, insurance, high tech, oil and gas, utilities, chemicals,
healthcare, retail, consumer products, and the public sector.
·
SAP Business All-in-One solutions, the SAP Business ByDesign solution, and the SAP Business One
application, which address the needs of small businesses and midsize companies.
·
The SAP BusinessObjects portfolio, which covers a variety of demands from small to large companies
with solutions for business users, who need to analyze and report information, make informed strategic
and tactical decisions, build business plans, and manage risk and compliance.
·
SAP solutions for sustainability to help enable organizations' sustainability initiatives. These solutions
include the measurement of sustainability key performance indicators, energy and carbon management,
and solutions for product safety, environment, health, and safety.
·
The SAP NetWeaver technology platform, which integrates information and business processes across
diverse technologies and organizational structures.
In addition, we offer consulting, maintenance, and training services for our software solutions. We develop our
products in close cooperation with customers and independent business partners.
In 2009, our revenue from software and software-related services amounted to EUR 8,198m or 77 per cent. of
the total revenue, the revenue from consulting amounted to EUR 2,074m or 19 per cent. and the revenue from
training and other revenue amounted to EUR 400m or 4 per cent.

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Administrative, Management and Supervisory Bodies
The Executive Board of SAP AG is responsible for the management of SAP AG's business; the Supervisory
Board supervises the Executive Board and appoints its members.
The Executive Board of SAP AG consists of the following members: Bill McDermott (Co-CEO), Jim Hage-
mann Snabe (Co-CEO), Werner Brandt, Gerhard Oswald and Vishal Sikka.
The members of SAP AG's Supervisory Board are: Prof. Dr. h.c. mult. Hasso Plattner (Chairman), Lars Lamadé
(Deputy Chairman), Pekka Ala-Pietilä, Thomas Bamberger, Panagiotis Bissiritsas, Willi Burbach, Prof. Dr.
Wilhelm Haarmann, Peter Koop, Christiane Kuntz-Mayr, Bernard Liautaud, Dr. Gerhard Maier, Dr. h.c. Hart-
mut Mehdorn, Prof. Dr.-Ing. Dr. h.c. mult. Dr.-Ing. E.h. mult. Joachim Milberg, Dr. Erhard Schipporeit, Stefan
Schulz and Prof. Dr.-Ing. Dr.-Ing. E.h. Klaus Wucherer.
Share Capital
SAP AG's share capital amounts to EUR 1,226,660,220 and is divided into 1,226,660,220 bearer shares, each
with a notional value of EUR 1.00.
As of 18 March 2010, SAP AG holds 36,908,500 treasury shares, which correspond to 3.01 per cent. of the total
share capital.
Significant change in the Group's financial or trading position
There has been no significant change in the financial or trading position of SAP Group since the date of the last
annual financial report (31 December 2009).
Summary in respect of Risk Factors
Summary of Risk Factors regarding SAP Group
The following is a summary of risk factors that may affect SAP AG's ability to fulfil its obligations under the
Notes.
·
The widespread uncertainty in the global economy and in political conditions has negatively
impacted our business, financial position, income, and cash flows, and may continue to do so
in the future.
·
Our global business activities subject us to regulatory requirements and economic and other
risks that could harm our business, financial position, income, or cash flows.
·
Social and political instability, caused for example by terrorist attacks, war or international
hostilities, pandemic disease outbreaks, or natural disasters, could negatively impact our busi-
ness.
·
If our established customers do not buy additional software products, renew maintenance
agreements, or purchase additional professional services, our business, financial position, in-
come, or cash flows could be negatively impacted.
·
Our market share and income may decline due to the intense competition and consolidation in
the software industry.
·
Demand for our new products may not develop as planned and our midmarket strategy may
not be successful.
·
If we fail to develop new relationships and enhance existing relationships with channel part-
ners, software suppliers, system integrators, value-added resellers, and independent software
vendors (ISVs) that contribute to the sale of our products and services, our business, financial
position, income, or cash flows may be adversely impacted.
·
If we do not effectively manage our geographically dispersed workforce, our business may not
operate efficiently, and this could have a negative impact on our income.

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·
If we are unable to attract and retain management and employees with specialized knowledge
and technology skills, we may not be able to manage our operations effectively or develop
successful new products and services.
·
Both in Germany and in the United States, corporate governance laws have become much
more onerous.
·
Principal shareholders may be able to exert control over our future direction and operations.
·
U.S. judgments may be difficult or impossible to enforce against us or our Board members.
·
SAP Group'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.
·
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 dis-
closure may harm our business.
·
Our revenue mix may vary and may negatively impact our profit margins.
·
The economic crisis has led to an increased risk of default on receivables and financial assets
and may negatively impact our financial assets. A continuation or deepening of the economic
crisis may lead to more such losses.
·
Our future liquidity may be impacted by a negative development in the global economy.
·
Management's use of estimates may affect our income and financial position.
·
Current and future accounting pronouncements and other financial reporting standards, espe-
cially but not only concerning revenue recognition, may adversely affect the financial infor-
mation we present.
·
Our sales are subject to quarterly fluctuations and our sales forecasts may not be accurate,
which could cause our revenue and results of operations to fall below our expectations.
·
Because we conduct operations throughout the world, our assets, income, or cash flows may
be affected by currency and interest-rate fluctuations.
·
The cost of using derivative instruments to hedge share-based compensation plans may exceed
the benefits of hedging them.
·
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.
·
Undetected security flaws in our software may be exploited by other persons, damaging SAP
Group or its customers.
·
We use technologies under license from third parties. Losing these technologies could delay
implementation of our products or force us to pay higher license fees.
·
If we are unable to keep up with rapid technological innovations, we may not be able to com-
pete effectively.
·
Undetected defects or delays in new products and product enhancements may result in in-
creased costs to us and reduced demand for our products.
·
Our SAP NetWeaver technology platform strategy may not succeed or may make some of our
products less desirable.

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