Nyse Sap 2018
Nyse Sap 2018
                                                                     FORM 20-F
            REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
             OF THE SECURITIES EXCHANGE ACT OF 1934
                                                                             OR
            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
             For the fiscal year ended December 31, 2018
                                                                             OR
            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
                                                                             OR
            SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
             Date of event requiring this shell company report……………
             For the transition period from_______to_________
                                                           Commission file number: 1-14251
                                                                            SAP SE
                                                              (Exact name of Registrant as specified in its charter)
                                                                      SAP EUROPEAN COMPANY
                                                                (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), 650-843-2041 (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 registered
    American Depositary Shares, each Representing one Ordinary                                    New York Stock Exchange
                      Share, without nominal value
                Ordinary 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: 1,228,504,232 (as of December 31, 2018)**
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
                                                                  Yes               No 
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               No 
     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               No 
     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               No 
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth
company. See definition of “accelerated filer,” “large accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
(Check one):
                 Large accelerated filer        Accelerated filer        Non-accelerated filer       Emerging growth company 
     If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†
provided pursuant to Section 13(a) of the Exchange Act.
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its
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                                       2
Introduction ....................................................................................................................................................................................5
Forward-Looking Statements .......................................................................................................................................................5
Performance Management System ............................................................................................................................................. 7
PART I                                                                                                                                                                                        13
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS ....................................................................... 13
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE...................................................................................................... 13
ITEM 3. KEY INFORMATION........................................................................................................................................................ 13
Selected Financial Data ............................................................................................................................................................... 13
Exchange Rates............................................................................................................................................................................ 14
Dividends ...................................................................................................................................................................................... 14
Risk Factors .................................................................................................................................................................................. 15
ITEM 4. INFORMATION ABOUT SAP ......................................................................................................................................... 24
Strategy and Business Model .................................................................................................................................................... 25
Seasonality .................................................................................................................................................................................. 29
Products, Research & Development, and Services .................................................................................................................. 30
Security, Privacy, and Data Protection ..................................................................................................................................... 36
Customers ................................................................................................................................................................................... 38
Energy and Emissions ................................................................................................................................................................ 39
Intellectual Property, Proprietary Rights and Licenses ............................................................................................................ 41
Description of Property ............................................................................................................................................................... 41
ITEM 4A. UNRESOLVED STAFF COMMENTS .......................................................................................................................... 43
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS ........................................................................................ 43
Operating Results (IFRS)............................................................................................................................................................ 46
Foreign Currency Exchange Rate Exposure ............................................................................................................................. 59
Liquidity and Capital Resources ................................................................................................................................................ 59
Off-Balance Sheet Arrangements ............................................................................................................................................. 63
Contractual Obligations.............................................................................................................................................................. 63
Research and Development ....................................................................................................................................................... 64
Critical Accounting Estimates.................................................................................................................................................... 64
New Accounting Standards not yet Adopted ........................................................................................................................... 64
Expected Developments ............................................................................................................................................................ 64
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES ......................................................................................... 69
Compensation Report ................................................................................................................................................................ 72
Employee ..................................................................................................................................................................................... 88
Share Ownership......................................................................................................................................................................... 89
Share-Based Compensation Plans ............................................................................................................................................ 89
ITEM 7. MAJOR SHAREHOLDERS AND RELATED-PARTY TRANSACTIONS ........................................................................ 89
ITEM 8. FINANCIAL INFORMATION .......................................................................................................................................... 90
ITEM 9. THE OFFER AND LISTING ............................................................................................................................................ 90
ITEM 10. ADDITIONAL INFORMATION...................................................................................................................................... 90
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK .......................................................... 99
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES ..................................................................... 99
PART II                                                                                                                                                                                     101
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES ............................................................................... 101
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS ................... 101
ITEM 15. CONTROLS AND PROCEDURES ............................................................................................................................... 101
ITEM 16. [RESERVED] ...............................................................................................................................................................102
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT ..............................................................................................................102
ITEM 16B. CODE OF ETHICS .....................................................................................................................................................102
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES ................................................................................................102
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES ................................................... 103
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS .............................. 103
ITEM 16F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT................................................................................ 103
                                                                                                                                                                                                      3
ITEM 16G. DIFFERENCES IN CORPORATE GOVERNANCE PRACTICES ............................................................................. 103
                                                                                                                                                                                                    4
Introduction                                                                Forward-Looking
   SAP SE is a European Company (Societas Europaea, or “SE”)                Statements
and is referred to in this report, together with its subsidiaries, as
SAP, or as “Company,” “Group,” “we,” “our,” or “us.”                            This report contains forward-looking statements and information
   In this report: (i) references to “US$,” “$,” or “dollars” are to U.S.   based on the beliefs of, and assumptions made by, our management
dollars; (ii) references to ‘‘€” or “euro” are to the euro. Our financial   using information currently available to them. Any statements
statements are denominated in euros, which is the currency of our           contained in this report that are not historical facts are forward-
home country, Germany. Certain amounts that appear in this report           looking statements as defined in the U.S. Private Securities
may not add up because of differences due to rounding.                      Litigation Reform Act of 1995. We have based these forward-looking
   Unless otherwise specified herein, euro financial data have been         statements on our current expectations, assumptions, and
converted into dollars at the noon buying rate in New York City for         projections about future conditions and events. As a result, our
cable transfers in foreign currencies as certified for customs              forward-looking statements and information are subject to
purposes by the Federal Reserve Bank of New York (the “Noon                 uncertainties and risks. A broad range of uncertainties and risks,
Buying Rate”) on December 31, 2018, which was US$1.1456 per                 many of which are beyond our control, could cause our actual
€1.00. No representation is made that such euro amounts actually            results and performance to differ materially from any projections
represent such dollar amounts or that such euro amounts could               expressed in or implied by our forward-looking statements. The
have been or can be converted into dollars at that or any other             uncertainties and risks include, but are not limited to:
exchange rate on such date or on any other date. On February 8,             – Uncertainty in the global economy, financial markets, social and
2019, the Noon Buying Rate for converting euro to dollars was                   political instability caused by state-based conflicts, terrorist
US$1.1326 per €1.00.                                                            attacks, civil unrest, war, or international hostilities could lead to
   Unless the context otherwise requires, references in this report             disruptions of our business operations or have a negative impact
to ordinary shares are to SAP SE’s ordinary shares, without nominal             on our business, financial position, profit, and cash flows.
value. References in this report to “ADRs” are to SAP SE’s American         – Laws, regulatory requirements and standards in Germany, the
Depositary Receipts, each representing one SAP ordinary share.                  United States, and elsewhere continue to be very stringent. Our
References in this report to “ADSs” are to SAP SE’s American                    international business activities and processes expose us to
Depositary Shares, which are the deposited securities evidenced by              numerous and often conflicting laws and regulations, policies,
the ADRs.                                                                       standards, or other requirements and sometimes even
   SAP, ABAP, Adaptive Server, Advantage Database Server,                       conflicting regulatory requirements, and to risks that could harm
Afaria, Business ByDesign, BusinessObjects, ByDesign,, Crystal                  our business, financial position, profit, and cash flows.
Reports, ExpenseIt, PartnerEdge, PowerBuilder, PowerDesigner,               – Claims and lawsuits against us, such as for IP infringements, or
Quadrem, R/3, Replication Server, SAP Ariba, SAP BusinessObjects                our inability to obtain or maintain adequate licenses for third-
Explorer, SAP Business Workflow, SAP C/4HANA, SAP Concur, SAP                   party technology, could have an adverse effect on our business,
EarlyWatch, SAP Fieldglass, SAP Fiori, SAP HANA, SAP Jam, SAP                   financial position, profit, cash flows, and reputation. Moreover,
Leonardo, SAP Lumira, SAP NetWeaver, SAP S/4HANA, SAP                           similar adverse effects could result if we are unable to adequately
SuccessFactors, SAP Vora, SAPPHIRE, SAPPHIRE NOW, SQL                           protect or enforce our own intellectual property.
Anywhere, The Best Run SAP, TravelTrax, TripIt, TripLink, TwoGo,            – Non-compliance with increasingly complex and stringent,
Web Intelligence and other SAP products and services mentioned                  sometimes even conflicting, applicable data protection and
herein as well as their respective logos are trademarks or registered           privacy laws or failure to adequately meet the contractual
trademarks of SAP SE (or an SAP affiliate company) in Germany                   requirements of SAP’s customers with respect to our products
and other countries.                                                            and services could lead to civil liabilities and fines, as well as loss
   Throughout this report, whenever a reference is made to our                  of customers and damage to SAP’s reputation.
website, such reference does not incorporate by reference into this         – Unethical behavior and non-compliance with our integrity
report the information contained on our website.                                standards due to intentional and fraudulent employee behavior
   We intend to make this report and other periodic reports publicly            could seriously harm our business, financial position, profit, and
available on our web site (www.sap.com) without charge                          reputation.
immediately following our filing with the U.S. Securities and               – A cybersecurity attack or breach, or undetected security
Exchange Commission (SEC). Such reports are also available on the               vulnerabilities in our products, infrastructure, or services, or
website maintained by the SEC (www.sec.gov). We assume no                       economic espionage could result in significant legal and financial
obligation to update or revise any part of this report, whether as a            exposure and have a material adverse effect on our customers,
result of new information, future events or otherwise, unless we are            our partners, our financial position, our operations, our
required to do so by law.                                                       reputation, and our business in general.
                                                                                We describe these and other risks and uncertainties in the Risk
                                                                            Factors section.
                                                                                If one or more of these uncertainties or risks materializes, or if
                                                                            management’s underlying assumptions prove incorrect, our actual
                                                                            results could differ materially from those described in or inferred
                                                                            from our forward-looking statements and information.
                                                                                                                                                    5
    The words “aim,” “anticipate,” “assume,” “believe,” “continue,”        undertake no obligation to publicly update or revise any forward-
“could,” “counting on,” “is confident,” “development,” “estimate,”         looking statements as a result of new information that we receive
“expect,” “forecast,” “future trends,” “guidance,” “intend,” “may,”        about conditions that existed upon issuance of this report, future
“might,” “outlook,” “plan,” “predict,” “project,” “seek,” “should,”        events, or otherwise unless we are required to do so by law.
“strategy,” “want,” “will,” “would,” and similar expressions as they          This report includes statistical data about the IT industry and
relate to us are intended to identify such forward-looking                 global economic trends that comes from information published by
statements. Such statements include, for example, those made in            sources including International Data Corporation (IDC), Gartner, the
the Operating Results section, our quantitative and qualitative            European Central Bank (ECB), and the International Monetary Fund
disclosures about market risk pursuant to the International Financial      (IMF). This type of data represents only the estimates of IDC,
Reporting Standards (IFRS), namely IFRS 7 and related statements           Gartner, ECB, IMF, and other sources of industry data. SAP does not
in our Notes to the Consolidated Financial Statements; Expected            adopt or endorse any of the statistical information provided by
Developments section; Risk Factors section; and other forward-             sources such as IDC, Gartner, ECB, IMF, or other similar sources
looking information appearing in other parts of this report. To fully      that is contained in this report. The data from these sources is
consider the factors that could affect our future financial results,       subject to risks and uncertainties, and subject to change based on
both this report and our Annual Report on Form 20-F should be              various factors, including those described above, in the Risk Factors
considered, as well as all of our other filings with the U.S. Securities   section, and elsewhere in this report. These and other factors could
and Exchange Commission (SEC). Readers are cautioned not to                cause our results to differ materially from those expressed in the
place undue reliance on these forward-looking statements, which            estimates made by third parties and SAP. We caution readers not to
speak only as of the date specified or the date of this report. We         place undue reliance on this data.
                                                                                                                                              6
Performance Management System
   We use various performance measures to manage our                 customers for offerings that generate cloud subscriptions and
performance with regard to our primary financial objectives, which   support revenue. For new cloud bookings we take into
are growth and profitability, and our primary non-financial          consideration committed deals only, meaning utilization-based
objectives, which are customer loyalty and employee engagement.      payments are not included in this measure. In this way, it is an
We view growth and profitability as indicators of our current        indicator of cloud-related sales success in a given period and of
performance, while we see customer loyalty and employee              secured future cloud subscriptions and support revenue. We focus
engagement as indicators of our future performance.                  primarily on the average contract value variant of the new cloud
                                                                     bookings measure that generally takes into account annualized
Measures to Manage Our Financial                                     amounts for contracts. There are no comparable IFRS measures
Performance                                                          for these bookings metrics.
                                                                         Cloud backlog: In addition to new cloud bookings, we use the
Measures to Manage Our Operating Financial                           measure “cloud backlog” to evaluate our sales success in the cloud
Performance                                                          business. We define cloud backlog as a measure that represents
                                                                     expected future cloud subscriptions and support revenue that, as
    In 2018, we used the following key measures to manage our
operating financial performance:                                     of period end, is contracted but not yet billed.
    Cloud subscriptions and support revenue (non-IFRS): This             Operating profit (non-IFRS): We use operating profit (non-
                                                                     IFRS) expressed in both actual currencies and constant currencies
revenue driver comprises the main revenues of our fast-growing
cloud business. Revenue from cloud subscriptions and support         to measure our overall operational process efficiency and overall
represents fees earned from providing customers with any of the      business performance.
                                                                         Cloud subscriptions and support gross margin (non-IFRS):
following:
– Software as a service (SaaS)                                       We use our cloud subscriptions and support gross margin (non-
– Platform as a service (PaaS)                                       IFRS) to measure our process efficiency in our cloud business.
                                                                     Cloud subscriptions and support gross margin (non-IFRS) is the
– Infrastructure as a service (IaaS)
– Premium cloud subscription support beyond regular support          ratio of our cloud subscriptions and support gross profit (non-IFRS)
For more information regarding cloud subscriptions and support       to cloud subscriptions and support revenue (non-IFRS), expressed
                                                                     as a percentage.
revenue and a description of these services, see the Notes to the
Consolidated Financial Statements, Note (A.1).                           Operating margin (non-IFRS): We use operating margin to
    We use the cloud subscriptions and support revenue (non-IFRS)    measure our overall operational efficiency. Operating margin (non-
                                                                     IFRS) is the ratio of our operating profit (non-IFRS) to total revenue
measure at both actual currencies and constant currencies.
    Cloud and software revenue (non-IFRS): We use cloud and          (non-IFRS), expressed as a percentage.
software revenue (non-IFRS) expressed in both actual currencies
                                                                     Measures to Manage Our Non-Operating
and constant currencies to measure our revenue growth. Our cloud
and software revenue includes cloud subscriptions and support
                                                                     Financial Performance
revenue plus software licenses and support revenue. Cloud               We use the following measures to manage our non-operating
subscriptions and support revenue and software revenue are our       financial performance:
key revenue drivers because they tend to affect our other revenue       Financial income, net: This measure provides insight into the
streams. Generally, customers that buy software licenses also        return on liquid assets and capital investments and the cost of
enter into related support contracts, and these generate recurring   borrowed funds. To manage our financial income, net, we focus on
revenue in the form of support revenue after the software sale.      cash flow, the composition of our liquid assets and capital
Support contracts cover standardized support services that           investment portfolio, and the average rate of interest at which
comprise unspecified future software updates and enhancements.       assets are invested. We also monitor average outstanding
Software licenses revenue as well as cloud subscriptions and         borrowings and associated finance costs.
support revenue also tend to stimulate services revenue, which is       Days Sales Outstanding (DSO): We manage working capital by
earned by providing customers with professional services,            controlling the DSO of trade receivables. DSO measures the
premium engagement services, training services, messaging            average number of days from the raised invoice to cash receipt
services, and payment services.                                      from the customer. We calculate DSO by dividing the average
    Total revenue (non-IFRS): We use total revenue (non-IFRS) to     invoiced trade receivables balance of the last 12 months by the
measure our growth at both actual currencies and constant            average monthly cash receipt of the last 12 months.
currencies. The total of cloud subscriptions and support revenue
and software support revenue divided by total revenue is the share
                                                                     Measures to Manage Overall Financial
of more predictable revenue. This measure provides additional
                                                                     Performance
insight into our sustained business success.                            We use the following measures to manage our overall financial
    New cloud bookings: For our cloud activities, we also look at    performance:
new cloud bookings (both in actual currencies and constant              Earnings per share (EPS) (IFRS and non-IFRS): EPS measures
currencies). This measure reflects the committed order entry from    our overall performance because it captures all operating and non-
new customers and from incremental purchases by existing             operating elements of profit as well as income tax expense. It
                                                                                                                                         7
represents the portion of profit after tax allocable to each SAP       Value-Based Management
share outstanding. EPS is influenced not only by our operating and
                                                                           Our holistic view of the performance measures described above,
non-operating business and income taxes but also by the number
                                                                       together with our associated analyses, comprises the information
of shares outstanding.
                                                                       we use for value-based management. We use planning and control
    Effective tax rate (IFRS and non-IFRS): We define our effective
                                                                       processes to manage the compilation of these key measures and
tax rate as the ratio of income tax expense to profit before tax,
                                                                       their availability to our decision-makers across various
expressed as a percentage.
                                                                       management levels.
    Operating, investing, and financing cash flows and free cash
                                                                           SAP’s long-term strategic plans are the point of reference for
flow: Our consolidated statement of cash flows provides insight
                                                                       our short-term and midterm planning and controlling processes.
into how we generate and use cash and cash equivalents. When
                                                                       We initially identify future growth and profitability drivers at a highly
applied in conjunction with the other primary financial statements,
                                                                       aggregated level. In a first step, the resulting financial plan is
it provides information that helps us evaluate the changes in our
                                                                       broken down into (i) our deployment models “On Premise,”
net assets, our financial structure (including our liquidity and
                                                                       “Software as a Service/Platform as a Service,” “Infrastructure as a
solvency), and our ability to affect the amounts and timing of cash
                                                                       Service,” and “Business Networks”; and (ii) functions such as
flows to adapt to changing circumstances and opportunities. We
                                                                       development, sales, and administration. In a second step, the
use our free cash flow measure to determine the cash flow
                                                                       planned total revenues and total expenses are generally allocated
remaining after all expenditures required to maintain or expand our
                                                                       to the areas of functional responsibility of the individual members
organic business have been paid off. This measure provides
                                                                       of the Executive Board (the board areas). If a board area represents
management with supplemental information to assess our liquidity
                                                                       not only a functional department but also has a responsibility for
needs. We calculate free cash flow as net cash from operating
                                                                       operating segments within this board area (for example, SAP
activities minus purchases (other than purchases made in
                                                                       Business Network segment and Customer Experience segment),
connection with business combinations) of intangible assets and
                                                                       the allocation is done at the lower segment level. Budget
property, plant, and equipment.
                                                                       adjustments may be applied during the year to reflect changes in
                                                                       priorities, to achieve efficiency targets and to reflect endogenous
Measures to Manage Our Non-Financial                                   and exogenous factors. Such budget adjustments, as well as the
Performance                                                            assessment of the Executive Board’s performance, are handled at
    In 2018, we used the following key measures to manage our          the board area level if the board area is part of a segment, or at the
non-financial performance in the areas of customer loyalty,            segment level if the board area comprises several segments. It is
employee engagement, and leadership trust:                             then the individual board member’s responsibility to break down
    Customer Net Promoter Score (Customer NPS): This score             the allocated budget adjustments within the segment budget
measures the willingness of our customers to recommend or              boundary. Based on an integrated portfolio process running in
promote SAP to others. It is derived from ongoing customer             parallel to the budgeting process, we ensure aligned investment
surveys that identifies, on a scale of 0–10, whether a customer is     behavior across board areas with regards to specific solutions or
likely to recommend SAP to friends or colleagues, is neutral, or is    solution areas. In a final step, customer-facing revenue targets and
unwilling to recommend. We introduced this measure in 2012, as         cost of sales and marketing targets are broken down into sales
we are convinced that we can achieve our financial goals only when     regions.
our customers are loyal to, and satisfied with, SAP and our                Based on our detailed annual plans, we determine the budget for
solutions. To derive the Customer NPS, we start with the               the respective year. We also have processes in place to forecast
percentage of “promoters” of SAP, that is, those giving us a score     revenue and profit on a quarterly basis, to quantify whether we
of 9 or 10 on a scale of 0–10. We then subtract the percentage of      expect to realize our financial goals, and to identify any deviations
“detractors,” that is, those giving us a score of 0 to 6. The method   from plan. We continuously monitor the affected units in the Group
ignores “passives,” that is, those giving us a score of 7 or 8.        to analyze these developments and define any appropriate actions.
Consequently, the range of achievable scores is –100 to +100, with     Our entire network of planning, control, and reporting processes is
the latter being the best achievable score for customer loyalty as     implemented in integrated planning and information systems,
measured by the Customer NPS methodology.                              based on SAP software, across all organizational units so that we
    Employee Engagement Index: We use this index to measure            can conduct the evaluations and analyses needed to make
the motivation and loyalty of our employees, how proud they are of     informed decisions.
our company, and how strongly they identify with SAP. The index is
derived from an annual survey of our employees. Applying this          Non-IFRS Financial Measures Cited in
measure is recognition that our growth strategy depends on             This Report
engaged employees.
    Leadership Trust Score: We use this score to further enhance       Explanation of Non-IFRS Measures
accountability and to measure our collective effort to foster a work      We disclose certain financial measures such as revenue (non-
environment based on trust. It is derived from a question in our       IFRS), expense (non-IFRS), and profit measures (non-IFRS) that
annual global employee survey that gauges employees’ trust in our      are not prepared in accordance with IFRS and are therefore
leaders. We measure leadership trust by using the same                 considered non-IFRS financial measures. Our non-IFRS financial
methodology as we do to compute the Net Promoter Score (NPS).          measures may not correspond to non-IFRS financial measures that
                                                                       other companies report. The non-IFRS financial measures that we
                                                                                                                                             8
report should only be considered in addition to, and not as                  Settlements of pre-existing business relationships in
substitutes for, or superior to, our IFRS financial measures.                  connection with a business combination
   We believe that the disclosed supplemental historical and                 Acquisition-related third-party expenses
prospective non-IFRS financial information provides useful              – Share-based payment expenses
information to investors because management uses this                   – Restructuring expenses, that is, expenses resulting from
information, in addition to financial data prepared in accordance           measures which comply with the definition of restructuring
with IFRS, to attain a more transparent understanding of our past           according to IFRS.
performance and our anticipated future results. We use non-IFRS             We exclude certain acquisition-related expenses for the purpose
revenue and profit measures consistently in our internal planning       of calculating operating profit (non-IFRS), operating margin (non-
and forecasting, reporting, and compensation, as well as in our         IFRS), and earnings per share (non-IFRS) when evaluating SAP’s
external communications, as follows:                                    continuing operational performance because these expenses
– Our management primarily uses these non-IFRS measures                 generally cannot be changed or influenced by management after
   rather than IFRS measures as the basis for making financial,         the relevant acquisition other than by disposing of the acquired
   strategic, and operating decisions.                                  assets. Since management at levels below the Executive Board
– The variable components of our Executive Board members’ and           does not influence these expenses, we generally do not consider
   employees’ remuneration are based on revenue (non-IFRS),             these expenses for the purpose of evaluating the performance of
   operating profit (non-IFRS), operating margin (non-IFRS), as         management units. For similar reasons, we eliminate share-based
   well as new cloud bookings measures rather than the respective       payment expenses as these costs are impacted by share price
   IFRS measures.                                                       developments and other factors outside our control. We also
– The annual budgeting process for all management units is based        eliminate restructuring expenses because they are volatile and
   on revenue (non-IFRS) and operating profit (non-IFRS) numbers        mostly cannot be influenced by management at levels below the
   rather than the respective IFRS financial measures.                  Executive Board.
– All forecast and performance reviews with all senior managers
   globally are based on these non-IFRS measures, rather than the
                                                                        Operating Profit (Non-IFRS), Cloud Subscriptions
                                                                        and Support Gross Margin (Non-IFRS), Operating
   respective IFRS financial measures.
                                                                        Margin (Non-IFRS), Effective Tax Rate (Non-
– Both our internal performance targets and the guidance we
   provide to the capital markets are based on non-IFRS revenue
                                                                        IFRS), and Earnings per Share (Non-IFRS)
   and profit measures rather than the respective IFRS financial           Operating profit, cloud subscriptions and support gross margin,
   measures.                                                            operating margin, effective tax rate, and earnings per share
   Our non-IFRS financial measures reflect adjustments based on         identified as operating profit (non-IFRS), cloud subscriptions and
the items below, as well as adjustments for the related income tax      support gross margin (non-IFRS), operating margin (non-IFRS),
effects.                                                                effective tax rate (non-IFRS), and earnings per share (non-IFRS)
                                                                        have been adjusted from the respective IFRS measures by
Revenue (Non-IFRS)                                                      adjusting for the aforementioned revenue (non-IFRS) and operating
   Non-IFRS revenue measures have been adjusted from the                expenses (non-IFRS) and the income tax effects thereon.
respective IFRS financial measures by including the full amount of
                                                                        Constant Currencies Information
software support revenue, cloud subscriptions and support
revenue, and other similarly recurring revenue that we are not             We believe it is important for investors to have information that
permitted to record as revenue under IFRS due to fair value             provides insight into our sales. Revenue measures determined
accounting for the contracts in effect at the time of the respective    under IFRS provide information that is useful in this regard.
acquisitions.                                                           However, both sales volume and currency effects impact period-
   Under IFRS, we record at fair value the contracts in effect at the   over-period changes in sales revenue. We do not sell standardized
time entities were acquired. Consequently, our IFRS software            units of products and services, so we cannot provide relevant
support revenue, IFRS cloud subscriptions and support revenue,          information on sales volume by providing data on the changes in
IFRS cloud and software revenue, and IFRS total revenue for             product and service units sold. To provide additional information
periods subsequent to acquisitions do not reflect the full amount of    that may be useful to investors in breaking down and evaluating
revenue that would have been recorded by entities acquired by SAP       changes in sales volume, we present information about our revenue
had they remained stand-alone entities. Adjusting revenue               and various values and components relating to operating profit that
numbers for this revenue impact provides additional insight into        are adjusted for foreign currency effects.
the comparability of our ongoing performance across periods.               We calculate constant currencies measures by translating
                                                                        foreign currencies using the average exchange rates from the
Operating Expense (Non-IFRS)                                            comparative period instead of the current period.
   Operating expense numbers that are identified as operating
expenses (non-IFRS) have been adjusted by excluding the following
expenses:
– Acquisition-related charges
    Amortization expense/impairment charges for intangibles
     acquired in business combinations and certain stand-alone
     acquisitions of intellectual property (including purchased in-
     process research and development)
                                                                                                                                          9
Free Cash Flow                                                              The remaining acquisition-related charges that we eliminate
   Among other measures, we use free cash flow to manage our                  in deriving our profit (non-IFRS) numbers are likely to recur
overall financial performance.                                                should SAP enter into material business combinations in the
                                                                              future. Similarly, the restructuring expenses that we
 € millions                           2018         2017       ∆ in %          eliminate in deriving our profit (non-IFRS) numbers are likely
                                                                              to recur should SAP perform restructurings in the future.
 Net cash flows from operating        4,303       5,045          –15
 activities                                                                 The revenue adjustment for the fair value accounting of the
                                                                              acquired entities’ contracts and the expense adjustment for
 Purchase of intangible assets and   –1,458      –1,275           14
                                                                              acquisition-related charges do not arise from a common
 property, plant, and equipment
 (without acquisitions)                                                       conceptual basis. This is because the revenue adjustment
                                                                              aims to improve the comparability of the initial post-
 Free cash flow                      2,844        3,770         –25
                                                                              acquisition period with future post-acquisition periods, while
                                                                              the expense adjustment aims to improve the comparability
Usefulness of Non-IFRS Measures                                               between post-acquisition periods and pre-acquisition
    We believe that our non-IFRS measures are useful to investors             periods. This should particularly be considered when
for the following reasons:                                                    evaluating our operating profit (non-IFRS) and operating
– Our revenue (non-IFRS), expense (non-IFRS), and profit (non-                margin (non-IFRS) numbers as these combine our revenue
    IFRS) measures, along with the “new cloud bookings” and                   (non-IFRS) and expenses (non-IFRS) despite the absence of
    “cloud backlog” measures (see above) provide investors with               a common conceptual basis.
    insight into management’s decision making because                       Our restructuring charges resulted in significant cash
    management uses these measures to run our business and                    outflows in the past and could do so in the future. The same
    make financial, strategic, and operating decisions. We include            applies to our share-based payment expense because most
    the revenue adjustments outlined above and exclude the                    of our share-based payments are settled in cash rather than
    expense adjustments outlined above when making decisions to               shares.
    allocate resources. In addition, we use these non-IFRS measures         The valuation of our cash-settled share-based payments
    to facilitate comparisons of SAP’s operating performance from             could vary significantly from period to period due to the
    period to period.                                                         fluctuation of our share price and other parameters used in
– The non-IFRS measures provide investors with additional                     the valuation of these plans.
    information that enables a comparison of year-over-year                 In the past, we have issued share-based payment awards to
    operating performance by eliminating certain direct effects of            our employees every year and we intend to continue doing so
    acquisitions, share-based compensation plans, and                         in the future. Thus, our share-based payment expenses are
    restructuring plans.                                                      recurring although the amounts usually change from period
– Non-IFRS and non-GAAP measures are widely used in the                       to period.
    software industry. In many cases, inclusion of our non-IFRS            We believe that constant currencies measures have limitations,
    measures may facilitate comparison with our competitors’           particularly as the currency effects that are eliminated constitute a
    corresponding non-IFRS and non-GAAP measures.                      significant element of our revenue and expenses and could
                                                                       materially impact our performance. Therefore, we limit our use of
Limitations of Non-IFRS Measures                                       constant currencies measures to the analysis of changes in volume
  We believe that our non-IFRS financial measures described            as one element of the full change in a financial measure. We do not
above have limitations including but not limited to the following:     evaluate our results and performance without considering both
– Without being analyzed in conjunction with the corresponding         constant currencies and nominal measures of revenue (non-IFRS)
  IFRS measures, the non-IFRS measures are not indicative of our       and operating profit (non-IFRS) measures on the one hand, and
  present and future performance, foremost for the following           changes in revenue, operating expenses, operating profit, or other
  reasons:                                                             measures of financial performance prepared in accordance with
   While our profit (non-IFRS) numbers reflect the elimination of     IFRS on the other. We caution the readers of our financial reports to
     certain acquisition-related expenses, no eliminations are         follow a similar approach by considering nominal and constant
     made for the additional revenue or other income that results      currencies non-IFRS measures only in addition to, and not as a
     from the acquisitions.                                            substitute for or superior to, changes in revenue, operating
   While we adjust for the fair value accounting of the acquired      expenses, operating profit, or other measures of financial
     entities’ recurring revenue contracts, we do not adjust for the   performance prepared in accordance with IFRS.
     fair value accounting of deferred compensation items that             Despite these limitations, we believe that the presentation of our
     result from commissions paid to the acquired company’s            non-IFRS measures and the corresponding IFRS measures,
     sales force and third parties for closing the respective          together with the relevant reconciliations, provide useful
     customer contracts.                                               information to management and investors regarding present and
   The acquisition-related amortization expense that we               future business trends relating to our financial condition and
     eliminate in deriving our profit (non-IFRS) numbers is a          results of operations.
     recurring expense that will impact our financial performance
     in future years.
                                                                                                                                          10
Reconciliations of IFRS to Non-IFRS Financial Measures for the Years 2018 and 2017
€ millions, unless otherwise stated                                                                                      2018                         2017
Revenue measures
Cloud subscriptions and support 4,993 33 5,027 179 5,205 3,769 2 3,771
   Software licenses and support                         15,628               0        15,629             743           16,372    15,780      0      15,780
   Cloud and software                                    20,622              33        20,655            922            21,577    19,549      3      19,552
Cost of cloud subscriptions and support –2,068 213 –1,855 –1,660 233 –1,427
Cost of software licenses and support –2,092 130 –1,962 –2,234 190 –2,044
Cost of cloud and software –4,160 343 –3,817 –3,893 423 –3,471
Profit numbers
Operating profit 5,703 1,459 7,163 317 7,480 4,877 1,892 6,769
Key ratios
Due to rounding, the sum of the numbers presented in the table above might not precisely equal the totals we provide.
                                                                                                                                                         11
Non-IFRS Adjustments by Functional Areas
€ millions                                                               2018                                                 2017
                                                        1)                                                1)
                                IFRS    Acqui-    SBP        Restruc- Non-IFRS      IFRS    Acqui-    SBP      Restruc-   Non-IFRS
                                        sition-                turing                       sition-              turing
                                       Related                                             Related
Cost of cloud and software –4,160 264 78 0 –3,817 –3,893 307 115 0 –3,471
Sales and marketing –6,781 277 312 0 –6,192 –6,924 258 442 0 –6,225
Total operating expenses     –19,005       577    830             19   –17,579   –18,584      587     1,120        182    –16,694
1)
     Share-based payments
                                                                                                                                12
PART I                                                                                         ITEM 3. KEY INFORMATION
DIRECTORS, SENIOR                                                                              data as of and for each of the years in the five-year period ended
                                                                                               December 31, 2018. The consolidated financial data has been
MANAGEMENT AND                                                                                 derived from, and should be read in conjunction with, our
                                                                                               Consolidated Financial Statements prepared in accordance with
ADVISERS                                                                                       International Financial Reporting Standards as issued by the
                                                                                               International Accounting Standards Board (IFRS), presented in
     Not applicable.                                                                           “Item 18. Financial Statements” of this report.
                                                                                                   Our selected financial data and our Consolidated Financial
                                                                                               Statements are presented in euros, unless otherwise stated.
ITEM 2. OFFER STATISTICS
AND EXPECTED
TIMETABLE
     Not applicable.
1)
   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. See Note (C.6)
to our Consolidated Financial Statements for more information on earnings per share.
2)
   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 2014 was due to a long-term bank loan and the issuance of a three-tranche Eurobond, both in connection with the Concur
acquisition. See Note (E.3) to our Consolidated Financial Statements for more information on our financial liabilities.
                                                                                                                                                                                        13
Exchange Rates                                                        Annual Dividends Paid and Proposed
                                                                          The following table sets forth in euro the annual dividends
    The sales prices for our ordinary shares traded on German
stock exchanges are denominated in euro. Fluctuations in the          paid or proposed to be paid per ordinary share in respect of each
exchange rate between the euro and the U.S. dollar affect the         of the years indicated. One SAP ADR currently represents one
                                                                      SAP SE ordinary share. Accordingly, the final dividend per ADR is
dollar equivalent of the euro price of the ordinary shares traded
on the German stock exchanges and, as a result, may affect the        equal to the dividend for one SAP SE ordinary share and is
price of the ADRs traded on the NYSE in the United States. See        dependent on the euro/U.S. dollar exchange rate. The table does
                                                                      not reflect tax credits that may be available to German taxpayers
“Item 9. The Offer and Listing” for a description of the ADRs. In
addition, SAP SE pays cash dividends, if any, in euro. As a result,   who receive dividend payments. If you own our ordinary shares
any exchange rate fluctuations will also affect the dollar amounts    or ADRs and if you are a U.S. resident, refer to “Item 10.
received by the holders of ADRs on the conversion into dollars of
                                                                      Additional Information — Taxation,” for further information.
cash dividends paid in euro on the ordinary shares represented
                                                                                                                 Dividend Paid per Ordinary Share
by the ADRs. Deutsche Bank Trust Company Americas is the
depositary (the Depositary) for SAP SE’s ADR program. The             Year Ended December 31,                        €                      US$
                                                                      2014                                        1.10                      1.22   1)
deposit agreement with respect to the ADRs requires the
Depositary to convert any dividend payments from euro into            2015                                         1.15                     1.30   1)
dollars as promptly as practicable upon receipt. For additional 2016 1.25 1.37 1)
information on the Depositary and the fees associated with SAP’s      2017                                        1.40                      1.65   1)
ADR program see “Item 12. Description of Securities Other Than                                                            2)                       2), 3)
                                                                      2018 (proposed)                             1.50                      1.70
Equity Securities — American Depositary Shares.”
                                                                      1)
                                                                       Translated for the convenience of the reader from euro into U.S. dollars at the Noon
    For details on the impact of exchange rate fluctuations see       Buying Rate for converting euro into U.S. dollars on the dividend payment date. The
“Item 5. Operating and Financial Review and Prospects —               Depositary is required to convert any dividend payments received from SAP as promptly
                                                                      as practicable upon receipt.
Foreign Currency Exchange Rate Exposure”.
                                                                      2)
                                                                        Subject to approval at the Annual General Meeting of Shareholders of SAP SE currently
                                                                      scheduled to be held on May 15, 2019.
                                                                      3)
                                                                       Translated for the convenience of the reader from euro into U.S. dollars at the Noon
Dividends                                                             Buying Rate for converting euro into U.S. dollars on February 8, 2019 of US$1.1326 per
                                                                      €1.00. The dividend paid may differ due to changes in the exchange rate.
                                                                                                                                                            14
Risk Factors                                                             – Possible tax constraints impeding business operations in certain
                                                                           countries
                                                                         – Changes in accounting standards and tax laws including, but not
Economic, Political, Social, and Regulatory Risks                          limited to, conflict and overlap among tax regimes measures as
Global Economic and Political Environment: Uncertainty in the              well as the introduction of new tax concepts that harm digitized
                                                                           business models
global economy, financial markets, social and political instability
caused by state-based conflicts, terrorist attacks, civil unrest,        – Discriminatory, protectionist, or conflicting fiscal policies and tax
war, or international hostilities could lead to disruptions of our         laws, such as certain protectionist measures included in the U.S.
                                                                           Tax Reform which was enacted at the end of 2017, and the lack of
business operations or have a negative impact on our business,
financial position, profit, and cash flows.                                regulations at the time of the report to provide guidance on the
                                                                           interpretations thereon by the U.S. tax authorities, the Internal
   As a global company, we are influenced by multiple external
                                                                           Revenue Services (IRS)
factors that are difficult to predict and beyond our influence and
                                                                         – Workforce restrictions resulting from changing laws and
control. Any of these factors could have a significant adverse effect
                                                                           regulations, from political decisions (such as Brexit, government
on the overall economy as well as on our business.
                                                                           elections), or through required works council involvements, labor
   The following potential events, among others, could bring risks to
                                                                           union approvals, and immigration laws in different countries
SAP’s business:
                                                                         – Protectionist trade policies, import and export regulations, and
– General economic, political, social, environmental, market
                                                                           trade sanctions (such as in Russia), counter or even conflicting
   conditions, and unrest (for example, Turkey, Venezuela, UK/
                                                                           sanctions (such as in the United States and Russia), and
   Brexit)
                                                                           embargoes (such as in Iran) including, but not limited to,
– Continued deterioration in global economic conditions (impact
                                                                           country-specific software certification requirements
   on accurate forecast) or budgetary constraints of national
                                                                         – Violations of country-specific sanctions (such as the UN sanction
   governments
                                                                           against North Korea or the United States’ sanction requirements
– Tariff conflicts, as for example between the United States and
                                                                           against Iran and certain other countries)
   China
                                                                         – Compliance with and stringent enforcement of laws, as for
– Financial market volatility episodes, global economic crises and
                                                                           example the EU General Data Protection Regulation (GDPR) or
   chronic fiscal imbalances, slowing economic conditions, or
                                                                           China’s Cyber Security Law, and regulations (including
   disruptions in emerging markets
                                                                           interpretations), implications of government elections, lack of
– Higher credit barriers for customers, reducing their ability to
                                                                           reforms, data protection and privacy rules, regulatory
   finance software purchases
                                                                           requirements and standards (such as the Payment Card Industry
– Increased number of bankruptcies among customers, business
                                                                           Data Security Standard (PCI DSS))
   partners, and key suppliers
                                                                         – Expenses associated with the localization of our products and
– Terrorist attacks or other acts of violence, civil unrest, natural
                                                                           compliance with local regulatory requirements
   disasters, or pandemic diseases impacting our business
                                                                         – Difficulties enforcing intellectual property and contractual rights
                                                                           in certain jurisdictions
   Any of these events could limit our ability to reach our targets as
they have a negative effect on our business operations, financial
                                                                            In 2017, an investigation was initiated and is ongoing with regards
position, profit, and cash flows.
                                                                         to potential sanctions violations. For more information relating to
                                                                         the potential sanctions violations noted above, see the Notes to the
International Laws and Regulations: Laws, regulatory
                                                                         Consolidated Financial Statements, Note (G.4).
requirements and standards in Germany, the United States, and
elsewhere continue to be very stringent. Our international
                                                                             As we expand into new countries and markets and/or extend our
business activities and processes expose us to numerous and
                                                                         business activities in these markets, including emerging and high-
often conflicting laws and regulations, policies, standards, or
                                                                         risk markets, these risks could intensify. The application of the
other requirements and sometimes even conflicting regulatory
                                                                         respective local laws and regulations to our business is sometimes
requirements, and to risks that could harm our business,
                                                                         unclear, subject to change over time, and often conflicting among
financial position, profit, and cash flows.
                                                                         jurisdictions. Additionally, these laws and government approaches
    We are a global company and currently market our products and        to enforcement are continuing to change and evolve, just as our
services in more than 180 countries and territories in the Americas      products and services continually evolve. Compliance with these
(Latin America and North America); Asia Pacific Japan (APJ); China,      varying laws and regulations could involve significant costs or
Hong Kong, Macau, and Taiwan (Greater China); Europe, Middle             require changes in products or business practices. Non-compliance
East, and Africa (EMEA); and Middle and Eastern Europe (MEE)             could result in the imposition of penalties or cessation of orders due
regions. As a European company domiciled in Germany with                 to alleged non-compliant activity. Governmental authorities could
securities listed in Germany and the United States, we are subject to    use considerable discretion in applying these statutes and any
European, German, U.S., and other governance-related regulatory          imposition of sanctions against us could be material. One or more of
requirements.                                                            these factors could have an adverse effect on our operations
    Our business in these countries is subject to numerous risks         globally or in one or more countries or regions, which could have an
inherent to international business operations. Among others, these       adverse effect on our business, financial position, profit, and cash
risks include:                                                           flows.
                                                                                                                                             15
Legal and IP: Claims and lawsuits against us, such as for IP               accessible under open source terms one of our products or third-
infringements, or our inability to obtain or maintain adequate             party (non-SAP) software upon which we depend.
licenses for third-party technology, could have an adverse effect              Any legal action we bring to enforce our proprietary rights could
on our business, financial position, profit, cash flows, and               also involve enforcement against a partner or other third party,
reputation. Moreover, similar adverse effects could result if we           which might have an adverse effect on our ability, and our
are unable to adequately protect or enforce our own intellectual           customers’ ability, to use that partner’s or other third parties’
property.                                                                  products.
    We believe that we will continuously be subject to claims and              The outcome of litigation and other claims or lawsuits is
lawsuits, including intellectual property infringement claims, as our      intrinsically uncertain. Management’s view of the litigation might
solution portfolio grows; as we acquire companies with increased           also change in the future. Actual outcomes of litigation and other
use of third-party code including open source code; as we expand           claims or lawsuits could differ from the assessments made by
into new industries with our offerings, resulting in greater overlap in    management in prior periods, which are the basis for our accounting
the functional scope of offerings; and as non-practicing entities that     for these litigations and claims under IFRS.
do not design, manufacture, or distribute products assert
                                                                           Data Protection and Privacy: Non-compliance with increasingly
intellectual property infringement claims. Moreover, protecting and        complex and stringent, sometimes even conflicting, applicable
defending our intellectual property is crucial to our success.             data protection and privacy laws or failure to adequately meet
    The outcome of litigation and other claims or lawsuits is
                                                                           the contractual requirements of SAP’s customers with respect to
intrinsically uncertain and could lead, for example, to the following      our products and services could lead to civil liabilities and fines,
risks:                                                                     as well as loss of customers and damage to SAP’s reputation.
– Claims and lawsuits might be brought against us, including
                                                                              As a global software and service provider, SAP is required to
    claims and lawsuits involving businesses we have acquired.
                                                                           comply with local laws wherever SAP does business. With regard to
– We might be dependent in the aggregate on third-party
                                                                           data protection requirements, in May 2016, the EU enacted a
    technology, including cloud and Web services, that we embed in
                                                                           “General Data Protection Regulation” (GDPR) with the aim of
    our products or that we resell to our customers.
                                                                           further harmonizing data protection laws across the EU. Since May
– Third parties have claimed, and might claim in the future, that we
                                                                           25, 2018, GDPR is applicable law in all EU and EEA member states.
    infringe their intellectual property rights or that we are overusing
                                                                           Within limits, member states can supplement the GDPR with
    or misusing licenses to these technologies.
                                                                           additional national rules. Some member states have already
– We integrate certain open source software components from
                                                                           enacted such laws.
    third parties into our software. Open source licenses might
                                                                              Furthermore, evolving regulations and new laws (such as the
    require that the software code in those components or the
                                                                           EU’s proposed e-Privacy Regulation) globally regarding data
    software into which they are integrated be freely accessible
                                                                           protection and privacy or other standards increasingly aimed at the
    under open source terms.
                                                                           use of personal information, such as for marketing purposes and the
– Despite our efforts, we might not be able to prevent third parties
                                                                           tracking of individuals’ online activities, may impose additional
    from obtaining, using, or selling without authorization what we
                                                                           burdens for SAP due to increasing compliance standards that could
    regard as our proprietary technology and information. In
                                                                           restrict the use and adoption of SAP’s products and services (in
    addition, proprietary rights could be challenged, invalidated, held
                                                                           particular cloud services) and make it more challenging and
    unenforceable, or otherwise affected. Moreover, the laws and
                                                                           complex to meet customer expectations.
    courts of certain countries might not offer effective means to
                                                                              This could lead to increased risks for SAP, which could harm
    enforce our legal or intellectual property rights. Finally, SAP may
                                                                           SAP’s business and limit SAP’s growth.
    not be able to collect all judgments awarded to it in legal
    proceedings.
                                                                              Non-compliance with applicable data protection and privacy
– Some intellectual property might be vulnerable to disclosure or
                                                                           laws, in particular the EU GDPR, by SAP and/or any of the
    misappropriation by employees, partners, or other third parties.
                                                                           subcontractors engaged by SAP within processing of personal data
                                                                           could lead, for example, to risks in the following areas:
    Third parties might reverse-engineer or otherwise obtain and use
                                                                           – Mandatory disclosures of breaches to affected individuals,
technology and information that we regard as proprietary.
                                                                              customers, and data protection supervisory authorities
Accordingly, we might not be able to protect our proprietary rights
                                                                           – Investigations and administrative measures by data protection
against unauthorized third-party copying or utilization. Adverse
                                                                              supervisory authorities, such as the instruction to alter or stop
outcomes to some or all of the claims and lawsuits pending against
                                                                              non-compliant data processing activities, including the
us might result in the award of significant damages or injunctive
                                                                              instruction to stop using non-compliant subcontractors
relief against us or brought against us in the future that could hinder
                                                                           – Fines of up to 4% of SAP’s annual Group turnover
our ability to conduct our business and could have an adverse effect
                                                                           – Damage claims by customers
on our reputation, business, financial position, profit, and cash
                                                                           – Harm to SAP’s reputation
flows. Third parties could require us to enter into royalty and
                                                                           – Increased complexity in times of digitalization with regards to
licensing arrangements on terms that are not favorable to us, cause
                                                                              legal requirements in the context of cross-border data transfer
product shipment delays, subject our products to injunctions,
require a complete or partial redesign of products, result in delays
                                                                             In addition, the German Federal Office for the Protection of the
to our customers’ investment decisions, and damage our
                                                                           Constitution and security industry experts have warned of risks
reputation. Third-party claims might require us to make freely
                                                                                                                                                16
related to a globally growing number of cybersecurity attacks aimed       – Unethical and fraudulent behavior of individual employees or
at obtaining or violating company data including personal data. We          partners leading to criminal charges, fines, and claims by injured
anticipate cyberattack techniques to continue to evolve and                 parties
increase in sophistication, which could make it difficult to anticipate   – Collusion with external third parties, for example providing
and prevent attacks and intrusions, thus leading, for example, to           assistance in securing contracts
risks in the following areas, among others:                               – Fraud and corruption together with operational difficulties,
– A globally increasing number of hacker attacks aimed at                   especially in countries with a high Corruption Perceptions Index
    obtaining or violating company data including personal data as          and particularly in emerging markets
    observed in recent prominent cases of cyberattacks where the          – Increased scrutiny of public sector transactions in high-risk
    use of ransomware was the preferred method of hackers                   territories
                                                                          – Impact on business activities in highly regulated industries such
   Any one or more of these events could have an adverse effect on          as public sector, healthcare, banking, or insurance
our business, financial position, profit, and cash flows.
                                                                             Any one or more of these events could have an adverse effect on
Corporate Governance and Compliance Risks                                 our business, reputation, financial position, share price, profit, and
                                                                          cash flows.
Unauthorized Disclosure of Information: Our controls and efforts
                                                                             In 2017 and 2018, SAP encountered situations that required clear
to prevent the unauthorized disclosure of confidential
                                                                          messaging and strong action on non-compliance in the context of
information might not be effective.
                                                                          ethical behavior that has the potential to harm our business. In
   Confidential information and internal information related to           South Africa, SAP is continuing to investigate its dealings with the
topics such as our strategy, new technologies, mergers and                public sector. For more information relating to the alleged anti-
acquisitions, unpublished financial results, customer data, or            bribery law violations noted above, see the Notes to the
personal data, could be disclosed prematurely or inadvertently and        Consolidated Financial Statements, Note (G.4).
subsequently lead to market misperception and volatility.
   Such disclosure could lead to risks in the following areas, among      Environment and Sustainability: Failure to meet customer,
others:                                                                   partner, or other stakeholder expectations or generally accepted
– Disclosure of confidential information and intellectual property,       standards on climate change, energy constraints, and our social
   defective products, production downtimes, supply shortages,            investment strategy could negatively impact SAP’s business,
   and compromised data (including personal data) through, for            results of operations, and reputation.
   example, inappropriate usage of social media by employees                  Energy and emissions management are an integral component of
– Requirement to notify multiple regulatory agencies and comply           our holistic management of social, environmental, and economic
   with applicable regulatory requirements and, where appropriate,        risks and opportunities.
   the data owner                                                             We have identified risks in this context, including, but not limited
                                                                          to, the following:
   Any one or more of these events could have an adverse effect on        – Failure to meet customer, partner, or other stakeholder
our market position and lead to fines and penalties. In addition, this        expectations or generally accepted standards on climate change,
could have an adverse effect on our business, reputation, financial           energy constraints, and our social investment strategy
position, profit, and cash flows.                                         – Failure to achieve communicated targets for greenhouse gas
                                                                              emissions
Ethical Behavior: Unethical behavior and non-compliance with
                                                                          – Failure to maintain our rating in sustainable investment indexes
our integrity standards due to intentional and fraudulent
employee behavior could seriously harm our business, financial
                                                                             If we do not meet stakeholder expectations in the areas
position, profit, and reputation.
                                                                          identified, our rating in sustainable investment indexes might
    SAP’s leadership position in the global market is founded on the      decrease, which could have an adverse effect on our reputation,
long-term and sustainable trust of our stakeholders worldwide. Our        profit, and share price.
overarching approach is one of corporate transparency, open               U.S. Judgments: U.S. judgments may be difficult or impossible to
communication with financial markets, and adherence to                    enforce against us or our Board members.
recognized standards of business integrity. The SAP Code of
Business Conduct, adopted by the Executive Board on                           Currently, except for Bill McDermott, Robert Enslin, and Jennifer
January 29, 2003, and updated as necessary since then, codified           Morgan all members of SAP SE’s Executive Board, and except for
and supplemented the already existing guidelines and expectations         Diane Greene and Aicha Evans, all members of the Supervisory
for the business behavior practiced at SAP.                               Board, are non-residents of the United States. A substantial portion
    However, we might for instance encounter the following risks          of the assets of SAP and our Board members are located outside
associated with:                                                          the United States. As a result, it may not be possible to effect
– Non-compliance with our integrity standards and violation of            service of process within the United States upon non-U.S. resident
    compliance related rules, regulations, and legal requirements         persons or SAP or to enforce against non-U.S. resident persons
    including, but not limited to, anticorruption and bribery             judgments obtained in U.S. courts predicated upon the civil liability
    legislation in Germany, the U.S. Foreign Corrupt Practices Act,       provisions of the securities laws of the United States. In addition,
    the UK Bribery Act, and other local laws prohibiting corrupt          awards of punitive damages in actions brought in the United States
    payments by employees, vendors, distributors, or agents               or elsewhere might be unenforceable in Germany.
                                                                                                                                               17
Financial Risks                                                              Any one or more of these events could have an impact on the
                                                                          value of our financial assets, which could have an adverse effect on
Sales and Revenue Conditions: Our sales and revenue conditions            our business, financial position, profit, and cash flows.
are subject to market fluctuations and our forecasts might not
be accurate.                                                              Use of Accounting Policies and Judgment: In our accounting,
                                                                          management uses policies and applies estimates. This could
    Our revenue and operating results can vary and have varied in
                                                                          negatively affect our business, financial position, profit, and cash
the past, sometimes substantially, from quarter to quarter. Our
                                                                          flows.
revenue in general, and our software revenue in particular, is
difficult to forecast for a number of reasons, and could lead to risks        To comply with IFRS, management is required to establish and
related to the following, among others:                                   apply accounting policies as well as to apply judgment, including but
– Challenges in pipeline development and realization                      not limited to making and using estimates and assumptions. The
– Long sales cycles for many of our products                              policies and judgment affect our reported financial figures.
– Timing issues with respect to the introduction of new products              This use of policies and judgment could lead to risks in the
    and services or product and service enhancements by SAP or            following areas, among others:
    our competitors                                                       – New pronouncements by standard setters and regulators as well
– Large size, complexity, and extended settlement of individual               as changes in common practice or common interpretations of
    customer transactions                                                     existing standards might force us to change existing policies.
– Introduction/adaptation of licensing and deployment models                  Where such changes trigger significant changes to our
    such as cloud subscription models                                         processes, we might struggle to implement the changes in a
– Adoption of, and conversion to, new business models, leading                timely manner.
    from upfront payment models to an increase in pay-per-use or          – The facts and circumstances, as well as the assumptions on
    subscription-based payment models, thus the respective service            which our management bases its judgment might change over
    period typically ranges from one to three years, and goes up to           time, requiring us to change the judgment previously applied.
    five years
– Changes in customer budgets or seasonality of technology                   Both of the above risks could result in significant changes to our
    purchases by customers                                                reported financials, and could have an adverse effect on our
– Decreased software sales that could have an adverse effect on           business, financial position, profit, and cash flows.
    related maintenance and services revenue growth                       Currency, Interest Rate, and Share Price Fluctuation: As a
– Shortfall in anticipated revenue or delay in revenue recognition or     globally operating company, SAP is subject to various financial
    deployment models that require revenue to be recognized over          risks related to currencies, interest rates, and share price
    an extended period of time                                            fluctuations, which could negatively impact our business,
– Inability of acquired companies to accurately predict their sales       financial position, profit, and cash flows.
    pipelines
                                                                              Because we operate throughout the world, a significant portion
– High operating expenses or insufficient revenue generation to
                                                                          of our business is conducted in foreign currencies. In 2018,
    offset the significant research and development costs
                                                                          approximately 72.1% of our revenue was attributable to operations
                                                                          in foreign currencies. This foreign currency business therefore gets
    In recent years, the trend has been towards an increased number
                                                                          translated into our reporting currency, the euro.
of sales transactions, with the average deal size remaining more or
                                                                              This could lead to the following risks, among others:
less constant. However, the loss or delay of one or a few large
                                                                          – Period-over-period fluctuations
opportunities could have an adverse effect on our business,
                                                                          – Exchange rate risks with currency appreciation or depreciation,
financial position, profit, and cash flows.
                                                                              or risks related to currency devaluation (legal and/or
Liquidity: External factors could impact our liquidity and increase           administrative changes to currency regimes)
the default risk associated with, and the valuation of, our               – Interest rate fluctuation
financial assets.                                                         – Share price fluctuation impacting cash outflows for share-based
    Macroeconomic factors such as an economic downturn could                  compensation payments
have an adverse effect on our future liquidity. We use a globally
centralized financial management approach to control financial risk,         Any one or more of these events could have an adverse effect on
such as liquidity, exchange rate, interest rate, counterparty, and        our business, financial position, profit, and cash flows.
equity price risks. The primary aim is to maintain liquidity in the SAP   Insurance: Our insurance coverage might not be sufficient and
Group at a level that is adequate to meet our obligations at any time.    uninsured losses may occur.
    However, adverse macroeconomic factors could increase the
                                                                             We maintain insurance coverage to protect us against a broad
default risk associated with the investment of our total Group
                                                                          range of risks, at levels we believe are appropriate and consistent
liquidity, and could lead to the following risks, among others:
                                                                          with current industry practice. Our objective is to exclude or
– Group liquidity shortages
                                                                          minimize risk of financial loss at reasonable cost.
– Inability to repay financial debt
                                                                             Nevertheless, we could still be subject to risks in the following
– Increased default risk of financial investments, which might lead
                                                                          areas, among others:
    to significant impairment charges in the future
– Limitation of operating and/or strategic financial flexibility
                                                                                                                                                 18
– Losses that might be beyond the limits, or outside the scope,          – general and country specific economic or political conditions
  of coverage of our insurance and that may limit or prevent                (particularly wars, terrorist attacks, etc.); and general market
  indemnification under our insurance policies                              conditions.
– Inability to maintain adequate insurance coverage on                      Many of these factors are beyond our control. In the past,
  commercially reasonable terms in the future                            companies that have experienced volatility in the market price of
– Certain categories of risks are currently not insurable at             their stock have been subject to shareholder lawsuits, including
  reasonable cost                                                        securities class action litigation. Any such lawsuits against us, with
– No assurance of the financial ability of the insurance                 or without merit, could result in substantial costs and the diversion
  companies to meet their claim payment obligations                      of management’s attention and resources, resulting in a decline in
                                                                         our results of operations and our stock price.
   Any one or more of these events could have an adverse effect on
our business, financial position, profit, and cash flows.                Human Capital Risks
Venture Capital: We could incur significant losses in connection         Human Workforce: If we are unable to attract, develop, retain,
with venture capital investments.                                        and effectively manage our geographically dispersed workforce,
   Through Sapphire Ventures, our consolidated venture                   we might not be able to run our business and operations
investment funds, we plan to continue investing in new and               efficiently and successfully, or develop successful new solutions
promising technology businesses.                                         and services.
   This could lead to risks in the following areas, among others:           Our success is dependent on appropriate alignment of our
– Investments could generate net losses and/or require additional        planning processes for our highly skilled and specialized workforce
   expenditures from their investors.                                    and leaders, both male and female, adequate resource allocation,
– Changes to planned business operations might affect the                and our location strategy with our general strategy. In certain
   performance of companies in which Sapphire Ventures holds             regions and specific technology and solution areas, we continue to
   investments.                                                          set very high growth targets, depending on short-term and long-
– Tax deductibility of capital losses and impairment in connection       term skill requirements, taking infrastructure needs as well as local
   with equity securities are often restricted, and could therefore      legal or tax regulations in consideration. Successful maintenance
   have an adverse effect on our effective tax rate.                     and expansion of our highly skilled and specialized workforce in the
                                                                         area of cloud is a key success factor for our transition to be the
   Any one or more of these events could have an adverse effect on       leading cloud company. The availability of such personnel as well as
our business, financial position, profit, and cash flows.                business experts is limited and, as a result, competition in our
Market Price Volatility: The market price for our ADRs and               industry is intense.
ordinary shares may be volatile.                                            We could face risks in the following areas, among others:
                                                                         – Failure to apply workforce planning processes, adequate
   The market prices of our ADRs and ordinary shares have
                                                                            resource allocation, and location strategy in alignment with our
experienced and may continue to experience significant volatility in
                                                                            general strategy
response to various factors including, but not limited to:
                                                                         – Failure to identify, attract, develop, motivate, adequately
– unauthorized or inadvertent premature disclosure of confidential
                                                                            compensate, and retain well-qualified and engaged personnel to
   information, including information concerning pending
                                                                            scale to targeted markets
   acquisition negotiations or acquisition rumors;
                                                                         – Failure to successfully maintain, upskill, and expand our highly
– fines, penalties or civil liabilities as a result of potential
                                                                            skilled and specialized workforce
   compliance violations in the context of alleged facts in ongoing or
                                                                         – Poor succession management or failure to find adequate
   future investigations;
                                                                            replacements
– proposed and completed acquisitions or other significant
                                                                         – Loss of key personnel of acquired business
   transactions by us or our competitors;
                                                                         – Failure to meet short-term and long-term workforce and skill
– the announcement of new products or product enhancements by
                                                                            requirements including achievements of internal gender diversity
   us or our competitors;
                                                                            objectives
– technological innovation by us or our competitors;
                                                                         – Lack of appropriate or inadequately executed benefit and
– quarterly variations in our results or our competitors’ results of
                                                                            compensation programs
   operations or results that fail to meet market expectations;
                                                                         – Lack of availability and scalability of business experts and
– changes in revenue and revenue growth rates on a consolidated
                                                                            consultants
   basis or for specific geographic areas, business units, products
                                                                         – Mismatch of expenses and revenue due to changes in headcount
   or product categories;
                                                                            and infrastructure needs, as well as local legal or tax regulations
– changes in our externally communicated outlook and our
                                                                         – Challenges with effectively managing a large distribution network
   midterm ambitions;
                                                                            of third-party companies
– changes in our capital structure, for example due to the potential
   future issuance of additional debt instruments;
                                                                            Any one or more of these events could reduce our ability to
– general market conditions specific to particular industries;
                                                                         attract, develop, retain, and effectively manage our geographically
– litigation to which we are a party;
                                                                         dispersed workforce, which in turn could have an adverse effect on
– cybersecurity attacks and breaches;
                                                                         our business, financial position, profit, and cash flows.
                                                                                                                                              19
Operational Business Risks                                               – Failure to establish and enable a network of qualified partners
                                                                           supporting our scalability needs
Sales and Services: Sales and implementation of SAP software             – Failure to get the full commitment of our partners, which might
and services, including cloud, is subject to a number of                   reduce speed and impact in market reach
significant risks sometimes beyond our direct control.                   – Products or services model being less strategic and/or attractive
    A core element of our business is the successful implementation        compared to our competition
of software and service solutions to enable our customers to master      – Partners might not renew agreements with us, or not enter into
complexity and help our customers’ businesses run at their best.           new agreements on terms acceptable to us or at all, or start
The implementation of SAP software and cloud-based service                 competing with SAP.
deliveries is led by SAP, by partners, by customers, or by a             – Failure to enable and train sufficient partner resources to
combination thereof.                                                       promote, sell, and support to scale to targeted markets
    However, we might encounter risks in the following areas, among      – Partners might not develop a sufficient number of new solutions
others:                                                                    and content on our platforms or might not provide high-quality
– Implementation risks, if, for example, implementations take              products and services to meet customer expectations.
    longer than planned, or fail to generate the profit originally       – Partners might not embed our solutions sufficiently enough to
    expected, scope deviations, solution complexity, individual            profitably drive product adoption, especially with innovations
    integration and migration needs or functional requirement              such as SAP S/4HANA, SAP C/4HANA, and SAP Cloud Platform.
    changes, or insufficient milestone management and tracking           – Partners might not adhere to applicable legal and compliance
    leading to delays in timeline, maybe even exceeding maintenance        regulations.
    cycles of solutions in scope                                         – Partners and their products might not meet quality requirements
– Insufficient customer expectation management, including scope,           expected by our customers or SAP.
    integration capabilities and aspects as well as lack in purposeful   – Partners might not transform their business model in
    selection, implementation, and utilization of SAP solutions            accordance with the transformation of SAP’s business model in a
– Lack of customer commitments and respective engagements,                 timely manner.
    including lack of commitment of resources leading to delays or       – Partners might not be able or might not have capacity to meet
    deviations from recommended best practices                             customer expectations in terms of service provisioning.
– Challenges to effectively implement acquired technologies              – Partners might fail to abide to contract terms in embargoed or
– Protracted installation or significant third-party consulting costs      high-risk countries.
– Improper calculations or estimates leading to costs exceeding
    the fees agreed in fixed-price contracts                                If one or more of these risks materialize, this might have an
– Unrenderable services committed during the sales stage                 adverse effect on the demand for our products and services as well
– Delayed customer payments due to differing perception on               as the partner’s loyalty and ability to deliver. As a result, we might
    project outcome/results                                              not be able to scale our business to compete successfully with other
– Inadequate contracting and consumption models based on                 vendors, which could have an adverse effect on our reputation,
    subscription models for services, support, and application           business, financial position, profit, and cash flows.
    management
                                                                         Cloud Operations: We may not be able to properly protect and
– Deviations from standard terms and conditions, which may lead
                                                                         safeguard our critical information and assets, business
    to an increased risk exposure
                                                                         operations, cloud offerings, and related infrastructure against
– Statements on solution developments might be misperceived by
                                                                         disruption or poor performance.
    customers as commitments on future software functionalities
                                                                           SAP is highly dependent on the availability of our infrastructure,
   Any one or more of these events could have an adverse effect on       and the software used in our cloud portfolio is inherently complex.
our business, financial position, profit, and cash flows.                  This could lead to risks in the following areas, among others:
                                                                         – Capacity shortage and SAP’s inability to deliver and operate
Partner Ecosystem: If we are unable to scale, maintain, and                cloud services in a timely and efficient manner as expected by or
enhance an effective partner ecosystem, revenue might not                  committed to our customers
increase as expected.                                                    – Customer concerns about the ability to scale operations for large
    An open and vibrant partner ecosystem is a fundamental pillar of       enterprise customers
our success and growth strategy. We have entered into partnership        – Defects or disruption to data center operations or system
agreements that drive co-innovation on our platforms, profitably           stability and availability
expand all our routes to market to optimize market coverage,             – Interruptions in the availability of SAP’s cloud applications
optimize cloud delivery, and provide high-quality services capacity        portfolio could potentially impact customer service level
in all market segments. Partners play a key role in driving market         agreements
adoption of our entire solutions portfolio, by co-innovating on our      – System outages or downtimes, failure of the SAP network due to
platforms, embedding our technology, and reselling and/or                  human or other errors, security breaches, or variability in user
implementing our software.                                                 traffic for cloud applications
    These partnerships could lead to risks in the following areas,       – Hardware failures or system errors resulting in data loss,
among others:                                                              corruption, or incompletion of the collected information
                                                                                                                                            20
– Incomplete cloud portfolio or certification representation could          – Failure to securely and successfully deliver cloud services by any
  lead to customer misperception                                              cloud service provider could have a negative impact on customer
– Loss of the right to use hardware purchased or leased from third            trust in cloud solutions
  parties could result in delays in our ability to provide our cloud        – Increased response time for identified security issues due to
  applications                                                                complexity and interdependencies could lead to security threats
– Scalability demands on infrastructure and operation could lead              for SAP and customers
  to cost increase and margin impacts                                       – Customer systems or systems operated by SAP could be
– Non-adherence to our quality standards in the context of partner            compromised by vulnerabilities due to hacker exploitation
  co-location of data centers                                               – Breach of security measures due to, for example but not limited
– Increased Total Cost of Ownership (TCO) for SAP                             to, employee error or wrongdoing, system vulnerabilities,
– Customers’ cloud service demands might not match our data                   malfunctions, or attempts of third parties to fraudulently induce
  center capacity investments                                                 employees, users, partners, or customers to gain access to our
– Non-compliance with applicable certification requirements, such             systems, data, or customers’ data
  as Payment Card Industry Data Security Standard (PCI DSS)                 – Recovery costs as well as significant contractual and legal claims
                                                                              by customers, partners, authorities (including state, federal, and
Any one or more of these events could have an adverse effect on our           non-U.S.), and third-party service providers which could expose
business, financial position, profit, and cash flows.                         us to significant expense and liability or result in the issuance of
                                                                              orders or consent decrees that could require us to modify our
Cybersecurity and Security: A cybersecurity attack or breach, or
                                                                              business practices
undetected security vulnerabilities in our products,
                                                                            – Significant costs to attempt to detect, prevent, and mitigate any
infrastructure, or services, or economic espionage could result in
                                                                              successful attacks, including but not limited to the costs of third-
significant legal and financial exposure and have a material
                                                                              party legal and security experts and consultants, insurance
adverse effect on our customers, our partners, our financial
                                                                              costs, additional personnel and technologies, organizational
position, our operations, our reputation, and our business in
                                                                              changes, and incentives to customers and partners to retain
general.
                                                                              their business
    As we continue to grow organically and through acquisitions,            – Increasing sophistication and frequency of cybersecurity attacks
deliver a full portfolio of solutions via the cloud, host or manage           could mean that we might not discover a security breach or a
elements of our customers’ businesses in the cloud, process large             loss of information for a significant amount of time after the
amounts of data and offer more mobile solutions to users, we face a           breach, or at all, and might not be able to anticipate attacks or
progressively more complex security environment. The complexity               implement sufficient mitigating measures
of this security environment is amplified due to the increasingly           – Our cybersecurity and security protocols might not be able to
malicious global cybersecurity threat landscape in which we                   keep pace with the ever-evolving and emerging threats
operate, including third-party data, products, and services that we         – Customer concerns and loss of confidence in the current or
incorporate into SAP products, and the continually evolving and               future security and reliability of our products and services,
increasingly advanced techniques employed by threat actors                    including cloud solutions
targeting IT products and businesses. Such threat actors include,           – Significant damage to the SAP brand, our reputation, our
but are not limited to, highly sophisticated parties such as nation-          competitive position, our stock price, and our long-term
states and organized criminal syndicates. As a leading cloud                  shareholder value
company and service provider to some of the largest and best-
known customers in the world, we are naturally a prominent target              Any one or more of these events could have a material adverse
and experience cybersecurity attacks of varying types and degrees           effect on our business, financial position, profit, and cash flows.
on a regular basis. As a result, we are subject to risks and associated
consequences in the following areas, among others:                          Technology and Products: Our technology and/or products may
– Undetected security defects and vulnerabilities                           experience undetected defects, coding or configuration errors,
– Exposure of our business operations and service delivery due to           may not integrate as expected, or may not meet customer
    virtual attack, disruption, damage, and/or unauthorized access,         expectations.
    theft, destruction, industrial and/or economic espionage, serious           Our product strategy and development investment, including
    and organized crime, and other illegal activities, as well as violent   new product launches and enhancements, are subject to risks in the
    extremism and terrorism                                                 following areas, among others:
– Abuse of data, social engineering, misuse or trespassers in our           – Software products and services might not fully meet market
    facilities, or systems could be rendered unusable                           needs or customer expectations
– State-driven economic espionage or competitor-driven industrial           – We might not be as fast as expected in integrating our platforms
    espionage, and criminal activities including, but not limited to,           and solutions, enabling the complete product and cloud service
    cyberattacks and breaches against cloud services and hosted                 portfolio, harmonizing our user interface design and technology,
    on-premise software                                                         integrating acquired technologies and products, or bringing
– Disruptions to back-up, disaster recovery, and business                       packages, services, or new solutions based on the SAP HANA
    continuity management processes                                             platform as well as SAP Cloud Platform to the market.
                                                                            – New products, services, and cloud offerings, including third-party
                                                                                technologies, might not comply with local standards and
                                                                                                                                                  21
  requirements or could contain undetected or detected defects or           significantly increased competition in the market with regards to
  could not be mature enough from the customer’s point of view              pricing and ability to integrate solutions.
  for business-critical solutions after shipment despite all the due      – Price pressure, cost increases, and loss of market share through
  diligence SAP puts into quality.                                          traditional, new, and especially cooperating competitors
– Inability to define and provide adequate solution packages and
  scope for all customer segments                                             Any one or more of these events could have an adverse effect on
– Inability to fulfil expectations of customers regarding time and            our business, financial position, profit, and cash flows.
  quality in the defect resolution process
                                                                          Mergers and Acquisitions: We might not acquire and integrate
– Lack of customer references for new products and solutions
                                                                          companies effectively or successfully.
Any one or more of these events could have an adverse effect on our           To expand our business, we acquire businesses, products, and
business, financial position, profit, and cash flows.                     technologies, and we expect to continue to make acquisitions in the
                                                                          future. Over time, certain of these acquisitions have increased in
Strategic Risks                                                           size and in strategic importance for SAP. Management negotiation
                                                                          of potential acquisitions and the integration of acquired businesses,
Market Share and Profit: Our market share and profit could                products, or technologies demands time, focus, and resources of
decline due to increased competition, market consolidation,               both management and workforce, and exposes us to unpredictable
technological innovation, and new business models in the                  operational difficulties.
software industry.                                                            Acquiring businesses, products, and technologies may present
    The market for cloud computing is increasing and shows strong         risks to SAP, including risks related to the following areas, among
growth relative to the market for on-premise solutions. To maintain       others:
or improve our operating results in the cloud business, it is             – Incorrect information or assumptions during the due diligence
important that our customers renew their agreements with us when              process for the acquisition (including information or
the initial contract term expires and purchase additional modules or          assumptions related to the business environment and/or
additional capacity, as well as for us to attract new customers.              business and licensing models)
Additionally, we need to bring new solutions based on the SAP             – Failure to integrate acquired technologies or solutions
HANA business data platform, new technologies, as well as SAP                 successfully and profitably into SAP’s solution portfolio and
Cloud Platform to the market in line with demands and ahead of our            strategy
competitors. In particular, innovative applications supporting the        – Failure to successfully integrate acquired entities, operations,
Intelligent Enterprise such as SAP S/4HANA, SAP C/4HANA, or                   cultures, or languages, all within the constraints of applicable
newer technologies such as Internet of Things, machine learning,              local laws
robotic process automation (RPA), which automates rule-based,             – Unfulfilled needs of the acquired company’s customers or
repetitive tasks, digital assistants (including voice recognition and         partners
interaction), and blockchain.                                             – Material unidentified liabilities of acquired companies (legal, tax,
    Factoring in the aforementioned, this could lead to risks in the          IP)
following areas, among others:                                            – Failure in implementing, restoring, or maintaining internal
– Potential loss of existing on-premise customers due to                      controls, disclosure controls and procedures, and policies within
    competing cloud market trends                                             acquired companies
– Adverse revenue effects due to increasing cloud business and            – Incompatible practices or policies (compliance requirements)
    conversions from on-premise licenses to cloud subscriptions           – Insufficient integration of the acquired company’s accounting,
    from existing SAP customers, which could have an adverse effect           HR, and other administrative systems
    on related maintenance and services revenue                           – Failure to coordinate or successfully integrate the acquired
– Insufficient solution and service adoption together with                    company’s research and development (R&D), sales, marketing
    increased complexity, as well as failures during the execution of         activities, and security and cybersecurity protocols
    our intelligent enterprise strategy in the context of our portfolio   – Debt incurrence or significant unexpected cash expenditures
    for solution and services could lead to a loss of SAP’s position as   – Non-compliance with existing SAP standards including
    a leading cloud company and subsequently to reduced customer              applicable product standards such as our open source product
    adoption.                                                                 standards
– Customers and partners might be reluctant or unwilling to               – Impairment of goodwill and other intangible assets acquired in
    migrate and adapt to the cloud or consider competitive cloud              business combinations
    offerings.                                                            – Non-compliance of the acquired company with regulatory
– Existing customers might cancel or not renew their contracts                requirements, for example accounting standards, export control
    (such as maintenance or cloud subscriptions), or decide not to            laws, and trade sanctions, for which SAP with and by the
    buy additional products and services.                                     acquisition assumes responsibility and liability, including
– The market for cloud business might not develop further, or it              potential fines and the obligation to remedy the non-compliance
    might develop more slowly than anticipated.
– Strategic alliances among competitors and/or their growth-                 Any one or more of these events could have an adverse effect on
    related efficiency gains in the cloud area could lead to              our business, financial position, profit, and cash flows.
                                                                                                                                              22
Innovation: We might not be able to compete effectively if we              C/4HANA, and SAP Cloud Platform) supporting the intelligent
strategize our solution portfolio ineffectively or if we are unable        enterprise strategy
to keep up with rapid technological and product innovations,           –   Uncertainties regarding new SAP solutions, technologies, and
enhancements, new business models, and changing market                     business models as well as delivery and consumption models
expectations.                                                              might lead customers to wait for proofs of concept or holistic
   Our future success depends upon our ability to keep pace with           integration scenarios through reference customers or more
technological and process innovations and new business models, as          mature versions first.
well as on our ability to develop new products and services, enhance   –   Lower level of adoption of our new solutions, technologies,
and expand our existing products and services portfolio, and               business models, and flexible consumption models, or no
integrate products and services we obtain through acquisitions. To         adoption at all
be successful, we are required to adapt our products and our go-to-    –   Our product and technology strategy might not be successful, or
market approach to a cloud-based delivery and consumption model            our customers and partners might not adopt our technology
to satisfy changing customer demand and to ensure an appropriate           platforms, applications, or cloud services quickly enough or they
level of adoption, customer satisfaction, and retention.                   might consider other competitive solutions in the market, or our
   Considering preceding dependencies, this could lead to risks in         strategy might not match customers’ expectations, specifically
the following areas, among others:                                         in the context of expanding the product portfolio into additional
– Not being able to bring new business models, solutions, solution         markets.
   enhancements, intelligent technologies, integrations and            –   Increasing competition from open source software initiatives, or
   interfaces, and/or services to market before our competitors or         comparable models in which competitors might provide software
   at equally favorable conditions                                         and intellectual property free and/or at terms and conditions
– Not being able to anticipate and develop technological                   unfavorable for SAP.
   improvements or succeed in adapting SAP products, services,         –   Inability to drive growth of references through customer use
   processes, and business models to technological change,                 cases and demo systems
   changing regulatory requirements, emerging industry standards,
   and changing requirements of our customers and partners                Any one or more of these events could have an adverse effect on
   (especially with innovations such as SAP S/4HANA, SAP               our business, financial position, profit, and cash flows.
                                                                                                                                         23
ITEM 4. INFORMATION                                                           The following table sets forth our most significant subsidiaries
                                                                           based on total revenues of SAP group in 2018. All of these
     Our legal corporate name is SAP SE. SAP SE is translated in            Name of Subsidiary                                         Country of
                                                                                                                                    Incorporation
English to SAP European Company (Societas Europaea, or “SE”).
SAP SE is organized in the Federal Republic of Germany under                Germany
German and European law, see “Item 10. Additional Information.”             SAP Deutschland SE & Co. KG, Walldorf                       Germany
Where the context requires in the discussion below, SAP SE also
                                                                            Rest of EMEA
refers to our predecessor or previous legal forms and names, as the
case may be, i.e. Systemanalyse und Programmentwicklung GbR                 SAP France, Levallois Perret                                  France
(1972-1976), SAP Systeme, Anwendungen, Produkte in der                      SAP (UK) Limited, Feltham                             United Kingdom
Datenverarbeitung GmbH (1976-1988), “SAP Aktiengesellschaft
                                                                            SAP (Schweiz) AG, Biel                                    Switzerland
Systeme, Anwendungen, Produkte in der Datenverarbeitung” (1988
– 2005) and “SAP AG” (2005 – 2014). Our principal executive                 SAP Nederland B.V., 's-Hertogenbosch                 The Netherlands
offices, headquarters and registered office are located at Dietmar-         SAP Italia Sistemi Applicazioni Prodotti in Data                 Italy
Hopp-Allee 16, 69190 Walldorf, Germany. Our telephone number is             Processing S.p.A., Vimercate
+49-6227-7-47474.                                                           SAP España – Sistemas, Aplicaciones y Productos en             Spain
     As part of our activities to reduce the number of legal entities in    la Informática, S.A., Madrid
the SAP group, in 2018 we integrated certain subsidiaries into the          LLC SAP CIS, Moscow                                           Russia
following significant SAP subsidiaries: SAP France, SAP America
                                                                            United States
and SAP (Schweiz) AG.
     For (i) a description of our principal capital expenditures and        SAP America, Inc., Newtown Square                               USA
divestitures and the amount invested (including interests in other          Concur Technologies, Inc., Bellevue                             USA
companies) since January 1, 2016 until the date of this report and
                                                                            Ariba, Inc., Palo Alto                                          USA
(ii) information concerning our principal capital expenditures and
divestitures currently in progress, including the distribution of these     SuccessFactors, Inc., South San Francisco                       USA
investments geographically and the method of financing, see “Item           SAP National Security Services, Inc., Newtown                   USA
4. Information About SAP – Description of Property – Capital                Square
Expenditures.”                                                              SAP Industries, Inc., Newtown Square                            USA
Rest of Americas
Japan
Rest of APJ
                                                                                                                                                 24
Strategy and Business Model
                                                                                     Enterprises are trying to leverage data-driven insights to solve
Overview of SAP
                                                                                  these challenges. Winners in the digital economy are those that are
    Founded in 1972, SAP is a global company headquartered in                     able to extract intelligence and insights from their data and act
Walldorf, Germany. Our legal corporate name is SAP SE. SAP is the
                                                                                  faster relative to their competition. SAP can help our customers to
market leader in enterprise application software1 and also the                    win in the marketplace by reimagining entire business processes
leading analytics and business intelligence company. Globally,                    through injecting predictive insights leveraging technologies such
more than 77% of all transaction revenue touches an SAP system.
                                                                                  as artificial intelligence (AI)/machine learning (ML), the Internet of
With more than 425,000 customers in more than 180 countries,                      Things (IoT), and analytics across an integrated value chain. With
the SAP Group has a global presence and employs more than                         SAP innovations, our customers can engage in real time with their
96,000 people.
                                                                                  users to deliver and continuously improve their experiences.
    Our ordinary shares are listed on the Frankfurt Stock Exchange.                  SAP can deliver the intelligent enterprise by focusing on three
American Depositary Receipts (ADRs) representing SAP SE                           key business outcomes:
ordinary shares are listed on the New York Stock Exchange (NYSE).
                                                                                  – Reimagining the end-to-end customer experience from
SAP is a member of Germany’s DAX, TechDAX, the Dow Jones                             predicting the demand to designing the product based on the
EURO STOXX 50, the Dow Jones Sustainability Index World, and                         unique need of the consumer, to procuring the best supplier for
the Dow Jones Sustainability Index Europe. As at December 31,
                                                                                     the product to manufacturing, and to delivering the product or
2018, SAP was the most valuable company in the DAX based on                          service that maximizes customer satisfaction
market capitalization. SAP was ranked as the most sustainable                     – Delivering a step change in productivity through the next level
software company in the Dow Jones Sustainability Indices for the
                                                                                     of automation in business processes powered by AI/ML that will
twelfth consecutive year.                                                            be embedded in every part of the business process (across
    As at December 31, 2018, SAP SE directly or indirectly                           financials, supply chain, manufacturing, procurement, travel,
controlled a worldwide group of 265 subsidiaries that develop,
                                                                                     and human resources). The key to doing this is improving cycle
distribute, and provide our products, solutions, and services. For a                 time of business processes and injecting speed everywhere
list of our subsidiaries, associates, and other equity investments,               – Transforming the way companies engage their workforce by
see the Notes to the Consolidated Financial Statements, Note
                                                                                     delivering total workforce engagement across full-time and
(G.10).                                                                              contingent labor and by improving the effectiveness of their
                                                                                     workforce by driving touchless processes and voice/chat-
Our Purpose                                                                          enabled systems.
   We are living in a time of global uncertainty that is caused by
massive social change and digital disruption. Some of the world’s                    At SAP, our commitment to our customers is to help them meet
greatest challenges can only be addressed by combining                            today’s challenges and to prepare for anticipated challenges of the
technology-driven innovations and corporate leadership.                           future. Our strategy is to deliver the intelligent enterprise for our
   At SAP, our purpose is to “help the world run better and improve               customers. Our vision for the intelligent enterprise is an event-
people’s lives” by empowering our customers to create a better                    driven, real-time business. SAP can deliver on these objectives by
economy, society, and environment for the world. With our                         leveraging the power of data in SAP software with technologies
innovations, we can help customers run at their best. Being the                   such as AI/ML to build powerful intelligent applications. With SAP
best means our customers can connect people and information to                    HANA and SAP Cloud Platform, we can embed intelligence into
address the world’s biggest challenges. That’s why we focus on                    every part of our portfolio. This enables enterprises to get step
engineering solutions to fuel innovation, foster equality, and spread             change in productivity and enables higher focus on innovation,
opportunity across borders and cultures. With our broad customer                  customer experience, and new business models. The intelligent
base and ecosystem of around 18,800 partners, we can amplify our                  enterprise is how SAP sees the future of business for our
collective economic, social, and environmental impact.                            customers, the future of work for our customers’ employees, and
   We are committed to supporting the United Nations Sustainable                  the future of experience for our customers’ customers.
Development Goals (UN SDGs). Technology-driven innovation
underpins how SAP, together with our customers and our                            Delivering the Intelligent Enterprise
ecosystem, can execute initiatives across all 17 of the UN SDGs.                     Our integrated end-to-end portfolio enables an intelligent
                                                                                  enterprise by offering business value, data-driven innovation, rich
The Intelligent Enterprise                                                        customer experience insights, and embedded intelligence. We
   Most enterprises today are struggling to address three key                     embed intelligent technologies throughout the extensive platform
challenges: How do they deliver a next-generation customer                        and rich portfolio of applications we deliver. Our software,
experience to stay relevant in a world of disruption? How do they                 technologies, and services address the three core elements of the
drive maximum cost synergies to fund innovation? How do they                      intelligent enterprise for the 25 industries and 12 lines of business
better engage their employees to attract and retain top talent?                   (LoBs) we serve:
1)
 Enterprise application software is computer software specifically developed to
support and automate business processes.
                                                                                                                                                     25
– An intelligent suite of LoB applications that includes next-            Acquisitions
  generation enterprise resource planning (ERP) in the cloud, as
                                                                              We will continue to focus on investments in technology and
  well as solutions for customer experience, manufacturing and
                                                                          innovations that ensure sustainable growth of our solution portfolio
  supply chain, network and spend management, and people
                                                                          to drive our short-term, mid-term, and long-term ambitions. We will
  engagement. The intelligent suite is integrated and
                                                                          continue to unleash the full potential of our employees’ talent as
  differentiated by industry-specific business processes for end-
                                                                          well as foster strategic partnerships with our ecosystem to
  to-end scenarios.
                                                                          cultivate innovation. Further, we may make targeted acquisitions to
– A digital platform to help customers manage data
                                                                          complement our solution offerings and improve coverage in key
  orchestration across their entire application footprint. This
                                                                          strategic markets.
  includes real-time visibility into distributed data silos using next-
                                                                              In April 2018, we acquired Callidus Software Inc., a company
  generation data management solutions and an open cloud
                                                                          offering a cloud-based customer relationship management (CRM)
  platform as a business platform for integration and business
                                                                          solution marketed under CallidusCloud, which provides SAP and
  process innovation.
                                                                          our customers a differentiated, cloud-based CRM solution. This
– Intelligent technologies, such as AI/ML, IoT, and advanced
                                                                          helps put SAP in a leading position to compete in the CRM market.
  analytics, help customers optimize their core business
                                                                          SAP has consolidated the CallidusCloud offerings with SAP Hybris
  processes, extract real-time insights, and reinvent their
                                                                          solutions into the SAP C/4HANA suite of customer experience
  business models. This intelligence is integrated across
                                                                          solutions, and is reported as part of the Customer Experience
  applications and helps us deliver unique outcomes to every
                                                                          segment. For more information about the acquisition of Callidus
  customer.
                                                                          Software Inc., see the Notes to the Consolidated Financial
                                                                          Statements, Note (D.1).
   For more information about the products and solutions offered
                                                                              In November 2018, we announced our intent to acquire
as part of our Intelligent Enterprise Framework, see the Products,
                                                                          Qualtrics International, Inc., a global pioneer of the experience
Research & Development, and Services section.
                                                                          management software category that enables organizations to
   The innovative power of our people is key to delivering the
                                                                          thrive in today’s economy. The deal was closed on January 23,
intelligent enterprise, as our people are key in helping our
                                                                          2019. Experience management focuses on obtaining and tapping
customers transform. We strive to create a workplace that can
                                                                          the value of outside-in customer, employee, product, and brand
attract and retain the best talent in the market. We are fully
                                                                          feedback in real time. Together, SAP and Qualtrics aim to
committed to enabling our employees to grow their skills at every
                                                                          accelerate the new experience management category by
stage of their career at SAP.
                                                                          combining experience data and operational data to power the
Expanding to Experience Management                                        experience economy. This creates a highly differentiated offering
                                                                          for businesses to engage with their customers to deliver and
    Every digital interaction is an opportunity to positively influence
                                                                          continuously improve customer, employee, product, and brand
a customer. Each digital interaction is an opportunity to measure
                                                                          experiences. Qualtrics will be reflected in our Customer Experience
customer satisfaction, employee engagement, partner
                                                                          segment which we renamed, upon the Qualtrics acquisition in 2019,
collaboration, and brand impact. It is also an opportunity to derive
                                                                          to “Customer and Experience Management.” For more information
sentiment on how end users and customers perceive a company or
                                                                          about the acquisition of Qualtrics International, Inc., see the Notes
a product. By combining experience data with operational data,
                                                                          to the Consolidated Financial Statements, Note (G.9).
SAP can expand from delivering the intelligent enterprise to
delivering intelligent experiences to our customers.
                                                                          Sapphire Ventures
    Most successful companies do not just react to problems as
                                                                             In addition to our investments in organic growth and
they occur, they try to predict and mitigate those problems before
they ever happen. Experience management is the process of                 acquisitions, SAP also supports entrepreneurs that aspire to build
analyzing the interactions that people experience with a company          industry-leading businesses, through venture capital funds
                                                                          managed by Sapphire Ventures. Sapphire Ventures currently has
in real time and identifying opportunities for improvement. By
analyzing employee surveys and service center tickets and calls,          over US$3.5 billion under management and has invested in more
and combining this information with organizational data, SAP can          than 160 companies on five continents. This includes growth-stage
                                                                          technology companies and early-stage venture capital funds.
help support a higher level of employee engagement and retention
for our customers. By capturing feedback on how consumers                 Sapphire Ventures pursues opportunities in which it can help fuel
experience the physical or digital product in real time, SAP can help     enterprise growth by adding expertise, relationships, geographic
                                                                          reach, and capital. It places a particular focus on companies in
our customers design better. By understanding the sentiment of
every customer interaction, and correlating this with operational         Europe, Israel, and the United States. In addition to our venture
data on price and service delivery, SAP can help our customers            investments through Sapphire Ventures, SAP also has a dedicated
                                                                          SAP.iO fund, managed by Sapphire Ventures, that focuses on
drive better topline performance and create better products and
services.                                                                 strategic early-stage investments in enterprise software startups.
                                                                          As a part of the SAP.iO Fund, SAP has also committed to invest up
                                                                          to 40% of the investable capital in under-represented groups in
                                                                          technology to foster diversity and inclusion. One of these
                                                                          investment examples is women in technology.
                                                                                                                                            26
                                                              SAP’s Impact
                                        Our vision is to help the world run better and improve people’s lives.
                              We innovate software and technology solutions that empower our customers to become
                     intelligent enterprises and create a better and more sustainable economy, environment, and society.
SAP’s Impact                                                             engagement, and customer loyalty. Value creation for the customer
                                                                         is realized when they implement the software and services to
   Our purpose comes to life through our contribution to the UN
                                                                         support their business and help achieve their own visions and
Sustainable Development Goals (SDGs). We innovate software and
                                                                         purposes.
technology solutions that help empower our customers to become
intelligent enterprises. It means connecting people and information      Inputs
to address the world’s biggest challenges.
                                                                            This value creation process does not happen in a vacuum. It is
   For us, delivering the Intelligent Enterprise and helping our
                                                                         enabled by external inputs, most importantly customer insights
customers thrive in the experience economy are essential for a
                                                                         and broader stakeholder dialog, financial capital, employees’
better, more productive world. By unlocking the full potential of
                                                                         expertise, and intellectual property, third party products and
innovation, we can transform how businesses and governments
                                                                         services, as well as the IT infrastructure we rely on.
impact the economies, societies, and environments in which they
exist. In this way, we aim to fulfill our purpose of helping the world   Impact
run better and improving people’s lives.
                                                                            Our solutions lead to significant impact at our customers and –
Our Business Model                                                       through them – in the world. The following are some examples of
                                                                         our impact in various areas.
   We create value by identifying the business needs of our
customers, then developing and delivering software, services, and        Economy:
support that address these business needs. The close collaboration           SAP software supports the UN SDGs 8, 9, 10, and 12 by helping
with our customers and partners throughout the process helps us          provide meaningful work and strengthening industries and
continuously improve our solutions, identify further business            infrastructure. For example, SAP software helps as follows:
needs, and deliver enhanced value to our customers.                      – Companies work better to bring economic prosperity and fairly-
                                                                             paid jobs to people around the world.
Results                                                                  – Organizations optimize resources utilization, aspiring for a world
   By developing software, providing our software and services to            with zero waste
our customers, and engaging them in feedback, we immediately             As such, our software supports the responsible growth practices
generate results for SAP such as growth, profitability, employee         necessary to ensure the survival of future generations.
                                                                                                                                          27
Society:                                                                                 Environment:
   SAP software supports the UN SDGs 1, 2, 3, 4, 5, 7, 11, and 16 by                        SAP software supports the UN SDGs 6, 13, 14, and 15 and helps
helping create a peaceful and just society through better                                protect the environment by addressing the need for water, clean
healthcare, education, and access to technology. For example:                            energy, and responsible development. For example:
– SAP technology is at the epicenter of complex medical issues                           – We are all affected by climate change. SAP technology is helping
   when it comes to prevention, treatments, and cures for cancer,                           our customers increase their overall resource productivity and
   diabetes and other diseases. We are also deeply committed to                             transform their businesses to reduce carbon outputs.
   empowering the world’s youth, working adults, differently-abled                       – With the world population growing steadily, humanity will need
   people, and the unemployed with the right skills to thrive in the                        to provide water, food, and shelter to billions of people in the
   digital economy.                                                                         coming years. SAP solutions help our customers reduce water
– Cities are facing growing populations and aging infrastructures.                          waste and support sustainable management of water and
   SAP solutions for the Internet of Things can help manage and                             sanitation for all.
   monitor resources so that cities can run more sustainably and
   help citizens enjoy more enjoyable, safer lives.                                      Furthermore, SAP knows there is power in collaboration and
                                                                                         engages in a wide range of partnerships to address SDG 17.
Growth Cloud and software revenue €21.150 billion to €21.350 billion €21.577 billion
* The outlook was communicated in January 2018 and financial targets were raised in April, July, and October 2018. The 2018 outlook numbers above reflect the raised
outlook from October 2018.
Note: A reconciliation of non-IFRS results to IFRS equivalent is available in the Performance Management Section.
                                                                                                                                                                       28
Outlook for 2019
                                                                           2018 Results                             2019 Outlook
 Strategic Objective               KPI
                                                                           (non-IFRS)                               (non-IFRS, at constant currencies)
                                   Cloud subscriptions and                                                          €6.7 billion to
                                                                           €5.03 billion
                                   support revenue                                                                  €7.0 billion
                                                                                                                    €22.4 billion to
 Growth                            Cloud and software revenue              €20.66 billion
                                                                                                                    €22.7 billion
                                                                                                                    strong increase, slightly lower rate than
                                   Total revenue                           €24.74 billion
                                                                                                                    operating profit
                                                                                                                    €7.7 billion to
 Profitability                     Operating profit                        €7.16 billion
                                                                                                                    €8.0 billion
 Customer Loyalty                  Customer Net Promoter Score             –5.0                                     +1.0
Note: A reconciliation of non-IFRS results to IFRS equivalent is available in the Performance Management Section.
Seasonality
Our business has historically experienced the highest revenue in
the fourth quarter of each year, due primarily to year-end capital
purchases by customers. Such factors have resulted in 2018,
2017, and 2016 first quarter revenue being lower than revenue in
the prior year’s fourth quarter. We believe that this trend will
continue in the near future and that our total revenue will
continue to peak in the fourth quarter of each year and decline
from that level in the first quarter of the following year. Unlike our
on-premise software revenues, our on-premise support revenues
and cloud subscriptions and support revenues are less subject to
seasonality.
                                                                                                                                                                29
Products, Research & Development, and Services
                                                                      applications and data, delivering the real-time and actionable
Bringing Together Machine and Human
                                                                      insights that customers need.
Intelligence                                                              With our acquisition of Qualtrics International Inc. on
   SAP works to deliver an intelligent enterprise that brings         January 23, 2019, SAP adds experience management capabilities
together machine and human intelligence across all business           to further empower the intelligent enterprise, bringing a new
functions to provide value to customers. As we make that happen,      dimension in which every digital interaction is an opportunity to
we aim to help customers make best use of their data assets to        influence a customer positively. A business can use each
achieve their desired outcomes faster and with less risk.             interaction to measure customer satisfaction, employee
                                                                      engagement, partner collaboration, brand impact, and user
Intelligent Enterprise Vision                                         sentiment. By combining such experience data with the operational
    To make good on our commitment to help customers transform        data already maintained in an SAP system, an intelligent enterprise
themselves into full digital enterprises operating in real time, we   can deliver intelligent experiences for customers.
have created a framework for the intelligent enterprise, as
described in the Strategy and Business Model section and              Network and Spend Management
illustrated below. This framework is further strengthened with a          Every business can benefit from better managing its spend. Our
portfolio of services and support offerings to help customers         cloud solutions under the SAP Ariba, SAP Concur, and SAP
maximize the value of their SAP software and technology               Fieldglass brands give customers the essential visibility and
implementations.                                                      capacity to control their spend. Together, the solutions comprise
                                                                      the largest commerce platform in the world, with approximately
                                                                      $2.9 trillion in global commerce transacted annually in more than
                                                                      230 countries and territories. These solutions enable insight and
                                                                      control across sourcing and supplier management, travel and
                                                                      expense, and external workforce. Our network and spend
                                                                      management solutions are built on an open platform of established
                                                                      business networks. They give customers greater understanding of
                                                                      all spend related to vendors and employees and the ability to share
                                                                      master data through SAP S/4HANA to maximize intelligence-
                                                                      based decisions. These solutions deliver best practices for our
                                                                      customers, no matter if they decide to use our entire portfolio or a
                                                                      specific solution to address their needs.
                                                                      SAP Ariba
                                                                         SAP Ariba solutions offer an online business-to-business
                                                                      marketplace connecting more than 3.8 million sellers in more than
                                                                      190 countries, with sellers realizing more than US$2.6 trillion in
                                                                      goods and services every year.
   By bringing continuous innovation, we not only help our               New innovations in 2018 include the following:
customers succeed as they adopt increasingly more sustainable         – The SAP Ariba Spend Analysis solution leverages AI and
business strategies, but we also realize our purpose of helping the      machine learning to reduce the time it takes to classify invoice
world run better and improving people’s lives.                           data.
                                                                      – The SAP Ariba Snap program provides simple, affordable, and
Intelligent Suite                                                        scalable options for fast-growing companies to implement
   Whether a business needs to manage its total spend, gain a            sourcing solutions and reap the benefits they provide.
deeper understanding of its customers, engage its external            – The SAP Digital Manufacturing Cloud solution offers a
workforce, or transform its workplace experience, our intelligent        manufacturing network that integrates with the SAP Ariba
suite enables a global enterprise to thrive in the digital economy.      Sourcing solution and Ariba Network, and enables
Developed with new technologies such as artificial intelligence          manufacturers and service providers to connect and collaborate
(AI)/machine learning, including chatbots and voice technology,          across the entire manufacturing process.
SAP cloud applications provide businesses with insights and           – SAP Ariba Strategic Sourcing Suite significantly expanded its
intelligence to anticipate and proactively respond to business           industry capabilities with new retail industry capabilities for
imperatives and identify opportunities for improvement. Together,        direct spend.
these solutions support the customer's journey to becoming an         – The SAP Ariba Supplier Risk solution provides additional
intelligent enterprise.                                                  insights to help customers track 175 risk incident types in
   Integrated with SAP S/4HANA, our digital core, and built on an        partnership with Semantic Vision, Made In a Free World, World
open cloud platform to enable integration across heterogeneous           Economic Forum, and other public and private data
environments, these offerings can be linked easily with third-party      aggregators. These risk incident types are used to calculate a
                                                                         company's supplier risk-exposure score. This score is then used
                                                                                                                                        30
  to analyze exposure to high-risk suppliers. The solution also        suite that addresses all aspects of human resources (HR), from
  provides a comprehensive risk-due-diligence process, which           administration, payroll, and benefits to talent management and
  helps companies meet third-party regulatory compliance               collaboration across the employee journey. These solutions
  requirements.                                                        integrate fully with the customer’s other business software,
– The SAP Ariba Cloud Integration Gateway solution enabled by          including SAP S/4HANA. SAP SuccessFactors HCM solutions are
  the SAP Cloud Platform Integration service provides with buyers      used by more than 6,700 customers in over 200 countries and
  a simple, reliable, and faster way to connect their SAP ERP and      territories, and core HR and talent management solutions reach
  SAP S/4HANA systems with SAP Ariba solutions.                        more than 125 million users.
                                                                          New innovations in 2018 include the following:
SAP Fieldglass
                                                                       – An SAP SuccessFactors digital assistant was developed to
   SAP Fieldglass solutions are cloud-based applications for              provide a business’ entire workforce with a personalized,
external workforce management and services procurement. The               engaging experience by applying machine learning to guide and
SAP Fieldglass Vendor Management System helps organizations               recommend actions based on verbal and written questions or
find, engage, and manage all types of flexible resources – including      commands.
contingent workers, statement-of-work-based consultants,               – SAP SuccessFactors Visa and Permits Management is the
freelancers, and more. In 2018, SAP Fieldglass solutions connected        first SAP SuccessFactors solution built on SAP Cloud Platform.
customers with 5.7 million active external workers and more than          It offers a single place for HR to centrally manage, automate,
131,000 suppliers in over 220 countries and territories.                  and gain insight into complex employee work visa and permit
   New innovations in 2018 include the following:                         processes for international hiring.
– The Digital Partner Network for SAP Fieldglass solutions was         – Several key features were also added to existing HCM solutions,
   launched in 2018 as a new ecosystem network to help                    including functionality for the General Data Protection
   customers transform how they engage and manage an external             Regulation (GDPR), a set of laws that came into force on
   workforce of freelancers, contingent workers, independent              May 25, 2018, which affects data privacy practices throughout
   contractors, and other service providers.                              the European Union (EU). This GDPR functionality is now
– We delivered a machine-learning powered Resume Matching                 embedded across the entire HCM suite, making it easier for HR
   service that automatically reads and ranks candidates based on         leaders to properly handle and protect sensitive employee and
   role requirements, identifying best-fit candidates while               candidate data. A candidate relationship management capability
   increasing efficiency and speed to hire.                               is now available as part of the SAP SuccessFactors Recruiting
SAP Concur                                                                solution, helping recruiters to attract more relevant candidates,
                                                                          engage and nurture targeted talent pools, and manage the
   With close to 58 million users worldwide, SAP Concur is the
                                                                          application and hiring process more efficiently.
world’s leading travel and expense management software. SAP
Concur solutions help companies of all sizes and stages go beyond          Further improving usability across mobile devices, SAP and
automation to a connected spend management system that                 Google partnered in 2018 to redesign the SAP SuccessFactors
encompasses travel, expense, invoice, compliance, and risk. These      Mobile app for Android. Employees and managers can now more
solutions help businesses gather instant, actionable insights that     easily engage and complete critical people-related tasks. We also
support the intelligent enterprise.                                    joined forces with Thrive Global to introduce Well-Being at Work, a
   New innovations in 2018 include the following:                      new initiative that puts employee well-being at the heart of
– The ExpenseIt mobile app, an already established offering, was       organizations and positions technology as a catalyst for this
   fully integrated with SAP Concur solutions in 2018, providing       cultural shift. SAP SuccessFactors Work-Life is the first solution to
   valuable functionality that uses receipt scanning technology        come from this partnership. It provides real-time insights into well-
   powered by machine learning to turn receipts into expense           being needs and makes recommendations to improve employee
   report line items.                                                  satisfaction and engagement.
– The Budget add-on is a Web service that aggregates data in
   near real time from SAP Concur solutions including Concur           Digital Core
   Expense and Concur Invoice, as well as purchase and travel
                                                                       SAP S/4HANA
   requests, for a comprehensive dashboard on spend – before
   and after the spend occurs.                                             SAP S/4HANA is our enterprise resource planning (ERP) suite
– The Concur Drive add-on is a Web service that allows                 for the intelligent enterprise. Approximately 10,500 customers
                                                                       have chosen it to support their digital transformation. It enables a
   businesses to automatically capture distance driven as an
   automated alternative to self-reported mileage, reducing            business to access and analyze data in real time, giving them
   overspending in organizations.                                      insights to act in the moment, providing predictive suggestions,
                                                                       and connecting business functions and the people within them.
People Engagement                                                      SAP S/4HANA software spans all business functions including
                                                                       finance, human resources, sales, service, procurement,
SAP SuccessFactors                                                     manufacturing, asset management, supply chain, and R&D.
   SAP SuccessFactors Human Capital Management (HCM)
solutions help organizations increase the value of their workforce     Flexible Deployment Options
by developing, managing, engaging, and empowering their people.           Developed first for the cloud, SAP S/4HANA can be delivered as
SAP SuccessFactors solutions are delivered as a complete digital       a software-as-a-service (SaaS) solution, on premise, in a private
                                                                                                                                              31
cloud, or as a hybrid deployment. All consumption options are            Customer Experience
compatible, so that organizations have the flexibility to implement
SAP S/4HANA to meet their exact needs. SAP S/4HANA Cloud                 SAP C/4HANA
provides SaaS qualities such as scalability as well as quarterly             In June 2018, we launched SAP C/4HANA, a unified suite of
innovation updates. On-premise customers receive the same                cloud solutions designed as the next generation of customer
updates but on an annual update cycle.                                   relationship management. SAP C/4HANA software provides
                                                                         companies with a single, holistic view of each customer across all
Real Time                                                                channels and connects demand to the fulfillment engine in one end-
   Built specifically to take advantage of in-memory computing           to-end value chain. To complete our portfolio of customer
with SAP HANA, SAP S/4HANA reduces both the complexity of the            experience solutions, SAP acquired and integrated Gigya, Callidus
data model and the data footprint. It enables SAP S/4HANA                Software, and Coresystems, and rebranded the SAP Hybris
solutions to process huge amounts of data in real time and end           business area to SAP Customer Experience to reflect the depth and
users can flexibly change their perspective of the data. This not        breadth of our offerings.
only saves time and costs for our customers but also delivers a new          SAP C/4HANA is now a major growth driver for SAP, showing
interactive experience and new business insights. SAP S/4HANA            triple-digit growth in cloud subscription revenue during 2018.
empowers business users to act in the moment, as they have                   New innovations in 2018 include the following:
immediate access to information at the most granular level to help       – SAP Upscale Commerce is a commerce solution designed for
make better, more informed decisions.                                        midmarket retailers, major brands, and direct-to-consumer
                                                                             companies looking to deploy a fast and highly engaging
Integrated and Extendable
                                                                             commerce experience. Built for today’s mobile-first consumer,
    SAP S/4HANA is built with an open architecture and connects
                                                                             it can be deployed in a matter of days, bringing SAP customers
to the entire SAP portfolio and beyond. The SAP S/4HANA Cloud                speed to market with rich AI-powered experiences.
software development kit (SDK) allows our customers and partners         – SAP Commerce Cloud on Microsoft Azure is a partnership that
to innovate quickly and easily on SAP Cloud Platform while
                                                                             combines SAP’s market-leading solution for B2B and B2C
leveraging the capabilities of their digital core.                           scenarios with the Microsoft Azure public cloud infrastructure.
Manufacturing and Supply Chain
                                                                            We also announced the Open Data Initiative, a partnership
   Our SAP Digital Supply Chain portfolio offers enterprises an          between SAP, Microsoft, and Adobe, the goal of which is to meet a
integrated suite of digital supply chain solutions to plan, design,      core need for our customers – to unlock a single view of their
manufacture, deliver, and operate their products. With these
                                                                         customers by bringing siloed data together.
solutions, customers can blend the physical and the digital world           Winning in the CRM market hinges on our ability to deliver an
throughout the complete supply chain – from design, planning, and        integrated lead-to-cash process that connects the front office
manufacturing to logistics and ongoing maintenance – embedding
                                                                         (SAP C/4HANA) with the digital core (SAP S/4HANA) while
intelligence and ensuring their customers are central to every           maintaining competitiveness in each area of the SAP Customer
phase of their business. Customers get total visibility as products      Experience portfolio.
are designed, delivered, and deployed by connecting their business
processes with real-time data from assets, equipment, customers,         Digital Platform
and suppliers. This visibility is used to adequately anticipate and         Helping customers manage data orchestration and system
respond to real-world physical realities.
                                                                         integration across their SAP installation, our digital platform
Integrated Business Planning                                             consists of SAP Cloud Platform, the foundation on which the
    The SAP Integrated Business Planning solution is powered by          intelligent suite is built, and SAP HANA Data Management Suite,
SAP HANA and delivers real-time supply chain planning capabilities       which manages distributed data from any source. The platform not
                                                                         only caters to the runtime and data storage needs of the end-to-
for sales and operations, demand and supply planning, and
inventory optimization in the cloud. It provides the necessary           end applications in the intelligent suite, but it also enriches them
information to make business decisions using embedded analytics,         with intelligent technologies, such as machine learning, Internet of
                                                                         Things (IoT), and analytics capabilities, all offered as cloud
simulation, prediction, and decision support. Specific SAP
Integrated Business Planning applications can be used with the           services, which are easily embedded in business applications.
established SAP Fiori user experience interface or with a Microsoft
                                                                         SAP Cloud Platform
Excel plug-in, allowing users to run optimization scenarios directly
in their spreadsheets.                                                      In the digital economy, companies need both standard
                                                                         applications and a highly flexible platform that allows them to do
Asset Management                                                         the following:
   SAP Intelligent Asset Management solutions support                    – Extend and customize cloud and on-premise SAP applications
manufacturers and asset operators to define, plan, and monitor the       – Develop new applications for different processes
optimal service and maintenance strategy for their physical              – Integrate cloud and on-premise applications
products and assets. The solutions do this by providing the                 SAP Cloud Platform offers an enterprise platform-as-a-service
required level of collaboration, integration, and analytical insights,   (PaaS) environment where companies can build, test, run, manage,
using an asset central foundation, our digital twin for physical         and expand software applications in the cloud. It is the center of
assets, as the common data set.                                          gravity for the intelligent enterprise, as applications can run on SAP
                                                                                                                                            32
Cloud Platform, or run with it, by using the platform’s services while    enable rapid innovation and create better outcomes for the
running on another stack. It offers comprehensive capabilities to         customer. SAP Leonardo brings together the customer vision,
help business users and developers create better, more agile              SAP's processes and industry knowledge, and technologies such as
applications in less time. Customers can apply, among other things,       analytics, AI/machine learning, and IoT capabilities. SAP Cloud
mobile services, advanced analytic tools, state-of-the-art                Platform provides the environment for applications to consume
authentication mechanisms, and social functionality. For maximum          these technologies.
flexibility, portability, and agility, we use open source technologies.
                                                                          Analytics
SAP Cloud Platform enables businesses to connect and integrate
best-of-breed applications to our digital core and to custom-built           The SAP Analytics Cloud solution leverages the inherent
solutions. The introduction of the SAP Cloud Platform Functions           intersection of business intelligence (BI), planning, and predictive
service and SAP Cloud Platform, ABAP environment, simplifies              analytics to deliver new capabilities such as simulation and
deployments and brings new choices for SAP customers in the               automated discovery in BI, as well as storytelling and predicted
cloud.                                                                    forecasts in planning. The solution allows organizations to close the
                                                                          gap between transactions, data preparation, analysis, and action. In
Giving Customers Freedom of Choice                                        addition, the SAP Analytics Cloud solution allows customers to take
   With SAP Cloud Platform, customers are free to choose from a           advantage of high-speed innovation in the cloud, while using their
range of infrastructure-as-a-service (IaaS) providers, and today          existing on-premise investments. To further enable a smooth
many enterprise customers are choosing more than one provider.            transition to the cloud, we offer the SAP Analytics Hub solution.
SAP has partnered with Alibaba, Amazon, Google, and Microsoft,            SAP Analytics Hub makes it easier for our customers to find the
so our customers can run their applications in an SAP or a third-         analytics applications they need, as it delivers a single point of
party data center, or in a combination thereof. We also offer SAP         access to all analytics offerings, cloud and on premise, from SAP
Cloud Platform as a private cloud deployment.                             and our many ecosystem partners.
                                                                                                                                                33
through the SAP Leonardo Machine Learning Foundation, which                 As the highest engagement level throughout the software
runs on SAP Cloud Platform, and provides a variety of functional        lifecycle, this customized, on-site program orchestrates all SAP
and business services. In addition to SAP’s own software                experts to work with our customers to innovate, develop ideas, and
developers, our partners and customers can easily use                   accelerate their digital transformation. It enables our customers to
“pretrained” or “retrainable” machine learning capabilities, train      simplify and optimize their IT operations.
their own machine learning models, and build services on top of             The SAP ActiveAttention program is a premium-level
this foundation. Likewise, SAP Conversational AI provides a way to      engagement similar to the New SAP MaxAttention, but designed to
build bots that automate conversational interactions through            support smaller businesses requiring a less intense engagement
natural language processing within SAP offerings in the SAP             level.
C/4HANA suite, for example. SAP customers and partners are also
able to create their own custom bots with this service.                 Project Success
                                                                           We standardized our services portfolio to help companies reap
SAP Digital Business Services                                           the benefits of SAP products and solutions faster. Depending on
   In addition to our powerful software and technology, SAP             the needs of the customer, we offer the following services
provides an entire portfolio of service and support offerings to help   separately or packaged together:
customers maximize the value of their SAP implementations.              – SAP Advisory Services help customers turn their digital
These offerings enable the intelligent enterprise. Our people,             business vision into executable strategies and exceptional
processes, and tools help customers to achieve digital                     business outcomes by offering support to reimagine business
transformation, enabling them to produce exceptional business              models, design enterprise architectures, and deliver business
outcomes. In 2018, SAP continued a process that had begun the              transformation to realize business value.
year before, to simplify its services portfolio, creating three         – SAP Innovation Services provide a flexible, open innovation
categories – continuous success, premium success, and project              approach that helps customers apply emerging technologies
success – and expanded the range of intelligent tools designed to          such as AI and machine learning to bring commercial value to
underpin service and support offerings.                                    their business, at scale. With expert guidance from SAP – from
                                                                           ideation to readiness for deployment – customers can bring
Continuous Success                                                         their novel ideas to life as scaled implementations.
    SAP helps accelerate the customer’s time to value from our          – SAP Model Company services provide a preconfigured, ready-
technology. As the foundation for customer success plans, the              to-run reference solution with business content, accelerators,
following support offerings are provided for our cloud solutions and       and engineered services for multiple industries or lines of
on-premise software:                                                       business. It provides the building blocks for a solution, helping
– SAP Enterprise Support services provide proactive, predictive,           customers accelerate deployment and digital transformation.
    and preventive support for customers across hybrid landscapes       – SAP Value Assurance service packages safeguard
    to help them move to the cloud, make SAP S/4HANA their                 implementations led by customers and partners by giving them
    digital core, and embrace breakthrough innovations through             access to best practices, methodologies, tools, and deep
    SAP Leonardo.                                                          technology expertise, enabling them to accelerate the
– SAP Preferred Success service offers a bundle of prescriptive            deployment of SAP S/4HANA and SAP BW/4HANA.
    customer success activities for accelerated cloud adoption. It      – The SAP Advanced Deployment service simplifies and
    focuses on effective change management, enablement,                    accelerates the deployment of SAP S/4HANA for SAP-led
    consumption techniques, and enhanced support. As an add-on             implementations. Based on the proven SAP Activate
    to SAP Enterprise Support, cloud editions, SAP Preferred               methodology and tailored to the enterprise’s specific transition
    Success is available for SAP SuccessFactors solutions,                 scenario, the service streamlines the implementation or
    SAP S/4HANA Cloud, SAP C/4HANA, and SAP Cloud Platform.                migration to a high-performing, sustainable digital core.
                                                                        – In addition to our standardized service offerings, the new
Premium Success                                                            SAP S/4HANA Movement program guides SAP ERP
    The SAP MaxAttention program represents the most exclusive             customers as they start to think about their transition to
and closest customer partnership with SAP. It was completely               SAP S/4HANA. This is an easy-to-use adoption starter
redesigned in 2018, following close consultation with customers.           engagement that helps customers structure and assess their
The New SAP MaxAttention helps customers turn ideas into value-            transformation towards SAP S/4HANA.
based predictable outcomes with precise business and technical
guidance – from innovation to operation – and is composed of the        Intelligent Tools
following:                                                                 Complementing the skills of our people, we develop intelligent
– One service portfolio ensures coverage for all SAP solutions          tools to help simplify and accelerate our customers’
    and deployments – on premise, cloud, and hybrid.                    implementation of SAP solutions and ease the transition to an
– One team brings a holistic engagement model with clear                intelligent enterprise. In 2018, we expanded our range of intelligent
    accountabilities.                                                   tools. In addition to established tools such as SAP Transformation
– One commercial framework offers pay-as-you-use services               Navigator, SAP Readiness Check, SAP Solution Manager, and SAP
    with predictable outcomes.                                          Innovation and Optimization Pathfinder, we introduced two new
                                                                        offerings:
                                                                                                                                           34
– SAP Cloud Platform Integration Advisor is a service that            Investment in R&D
  allows users to define, maintain, share, and deploy business-to-       SAP’s strong commitment to R&D is reflected in our
  business (B2B) integration content and interfaces using             expenditures (see figure below).
  machine-learning algorithms to significantly reduce build time
  and effort.
– The SAP Cloud ALM solution is a cloud-based application                            € millions | change since previous
  lifecycle management (ALM) tool that helps track and manage                                                                   3,624
                                                                                                                  3,352
  the needs of customers that use (only or predominantly) cloud                                      3,044
  solutions from SAP. SAP Cloud ALM starts with an                                     2,845
  implementation portal for SAP S/4HANA Cloud. Customers                  2,331
  subscribing to a cloud solution from SAP automatically receive
  SAP Cloud ALM.
                                                                                                                   10%
                                                                                                      7%                         8%
Ecosystem                                                                               5%
                                                                           2%
Extending Our Reach Through a Broad Ecosystem
    SAP’s extensive ecosystem and partner network serves as a
vital success driver, extending our reach in the marketplace. Our
vibrant ecosystem is made up of more than 18,000 partners                 2014         2015          2016         2017          2018
worldwide that build, sell, service, and run SAP solutions and
technology.                                                              In 2018, our IFRS R&D ratio, reflecting R&D expenses as a
    Through the power of partnership and co-innovation, our           portion of total operating expenses, increased by 1.1 percentage
partner ecosystem drives the bulk of SAP’s presence among small       points (pp) to 19.1% (2017: 18.0%). Our non-IFRS R&D ratio
and midsize companies, making up more than 80% of SAP                 increased by 1.0pp to 19.4% year over year (2017: 18.4%). At the
customers. Partners are helping SAP break into new markets with       end of 2018, our total full-time equivalent (FTE) headcount in
SAP Leonardo and SAP Cloud Platform, and are also developing          development work was 27,060 (2017: 24,872). Measured in FTEs,
intellectual property by creating prepackaged solutions to simplify   our R&D headcount was 28% of total headcount (2017: 28%).
cloud implementations for customers. As AI/machine learning, IoT,        Total R&D expense not only includes our own personnel costs
and blockchain technologies become mainstream, SAP and our            but also the external cost of work and services from the providers
partners are enabling our customers to become intelligent             and cooperation partners we work with to deliver and enhance our
enterprises. By taking advantage of these innovative technologies     products. We also incur external costs for the following:
in end-to-end business processes, businesses can drive the next       – Translating, localizing, and testing products
level of automation and drive a next-generation value economy.        – Obtaining certification for products in different markets
                                                                      – Patent attorney services and fees
                                                                      – Consulting related to our product strategy
                                                                      – Professional development of our R&D workforce
                                                                      Patents
                                                                         SAP actively seeks intellectual property protection for
                                                                      innovations and proprietary information. Our software innovations
                                                                      continue to strengthen our market position as a leader in business
                                                                      solutions and services. Our investment in R&D has resulted in
                                                                      numerous patents. As at December 31, 2018, SAP held a total of
                                                                      more than 9,542 validated patents worldwide. Of these, 700 were
                                                                      granted and validated in 2018.
                                                                         While our intellectual property is important to our success, we
                                                                      believe our business as a whole is not dependent on any particular
                                                                      patent or a combination of patents.
                                                                                                                                        35
Security, Privacy, and Data Protection
                                                                       incorporating security features into our applications to minimize
Meeting Today’s Data Protection
                                                                       the risk of a security breach.
Challenges                                                                 Our secure software development lifecycle is at the heart of this
   Every day, organizations around the world trust SAP with their      strategy. It provides a comprehensive methodological approach for
data – either on their own premises, in the cloud, or when using       incorporating security features and capabilities into our
mobile devices while on the move. Our customers need to know           applications. Before a release decision is made, our software is
that we will keep that data safe, process it in a manner that          assessed and validated by internal security experts. The
complies with local legislation, and protect it from malicious use.    development team then addresses any recommendations made by
   For this reason, data protection and IT security are of             these security experts before we release the application.
paramount importance to us. We have implemented safeguards to              We strive to align our secure software development lifecycle to
help protect the fundamental rights of everyone whose data is          the recommendations of the ISO/IEC 27034 standard for
processed by SAP, whether they are our customers, prospects,           application security and our ISO 9001-certified process framework
employees, or partners. In addition, we work towards compliance        for developing standard software, as well as apply the methods for
with all relevant legal requirements for data protection. Our chief    developing secure software.
security officer and our data protection officer report to the SAP
chief financial officer (CFO) and monitor the compliance of all
activities in these areas.                                             Secure Operations Strategy: Running Secure
   SAP has a formal security governance model in place. Relevant       Operations
security topics are discussed at the Executive Board level                Our secure operations strategy focuses on the security
numerous times each year, during steering committee meetings           principles of “confidentiality, integrity, and availability” to support
attended by individual or multiple board members. To meet and          the overall protection of our business and our customers’
ensure consistent data protection compliance, our CFO and our          businesses. To help us achieve our mission to become an intelligent
data protection officer (DPO) meet at least monthly. Furthermore,      enterprise, we have established a comprehensive IT operations
our compliance status related to data protection has been an           security framework. This includes system and data access, and
inherent part of Supervisory Board meetings.                           system security configuration, through security patch
                                                                       management, proactive security event management, thread
Facing Increasing Risks in IT Security                                 hunting, and robust incident handling.
   Safeguarding data is an increasingly challenging task today.           Our secure operations strategy involves the implementation of
Companies are collecting and storing more data than ever before        key security measures across all layers, including physical access
from more varied sources. Data now proliferates outside the four       and process-integrated controls. Furthermore, our secure
walls of businesses with multiple endpoints exposed and vulnerable     operations approach concentrates on the early identification of
to attack. Moreover, the sheer number of and the sophistication of     deviations from the standards defined in our security framework.
attacks facing businesses are at an all-time high. We are seeing the   Deviations are identified through a combination of automated and
“commercialization of hacking,” while new advanced persistent          manual reviews that are performed by third parties as well as SAP
threats can bypass many traditional security protection                employees.
techniques.                                                               Industry certifications are key success factors our secure
                                                                       operations strategy. Many of our cloud solutions undergo Service
Establishing a Comprehensive Security                                  Organization Control (SOC) audits, including ISAE3402, SSAE16
Vision                                                                 SOC 1 Type II, and SSAE16 SOC 2 Type II. The SOC standards are
                                                                       harmonized with a number of certifications from the International
   For SAP and for our customers, security means more than just
                                                                       Organization for Standardization (ISO), including ISO 9001, 27001,
addressing compliance demands. Companies need to be proactive
                                                                       and 22301.
when securing business-critical data and core information assets.
   Several of our security measures extend across all of our           Secure Company Strategy: Taking a Holistic
company and thus to all of our products and services. These
                                                                       Approach to the Security of Our Business
measures include, among other things, the regular training of our
                                                                           At SAP, we take a holistic approach to the security of our
employees on IT security, data protection, and privacy, including
the handling of confidential information and ensuring controlled       company, encompassing processes, technology, and employees.
and restrictive access to customer information. In addition, we        At the heart of our secure company strategy are an information
                                                                       security management system and a security governance model
have developed a three-pronged strategy focusing on the security
of our products, operations, and organization:                         that bring together different aspects of security. These include the
                                                                       following three main areas:
Secure Product Strategy: Championing Product                           – Security culture: Regular mandatory training, assessments, and
Security                                                                   reporting on these efforts foster awareness and compliance with
                                                                           our security policy and standards.
   Businesses use SAP applications to process mission-critical
                                                                       – Secure environments: Industry-standard physical security
transactional data, which can be highly attractive to
                                                                           measures are in place to ensure the security of our data centers
cyberattackers. Our secure product strategy focuses on
                                                                                                                                           36
   and development sites so that we can protect buildings and            Our global data protection and privacy policy and global data
   facilities effectively.                                           protection management system (DPMS) are designed to ensure
– Business continuity: We maintain a corporate continuity            that we comply with applicable data protection laws. These include
   framework aimed at having robust governance in place at all       the harmonized European data protection law, the General Data
   times, and review this framework on an annual basis to adapt to   Protection Regulation (GDPR).
   new or changed business needs.                                        Our policy outlines a group-wide minimum standard for handling
   In addition to these important measures, up-to-date security      personal data in compliance with data protection and privacy laws.
mechanisms, such as authentication, authorization, and               It defines requirements for all operational processes that affect the
encryption, serve as a first line of defense. To secure the SAP      processing of, or access to, personal data. It also clearly allocates
software landscape, we offer a portfolio of security products,       responsibilities and establishes organizational structures. We
services, and secure support as well as security consulting. These   actively monitor changes to applicable laws and regulations so that
offerings help our customers build security, data protection, and    we can update our standards on an ongoing basis.
privacy capabilities into their businesses.                              Our DPMS conforms to the targets of the globally-recognized
   Our portfolio includes identity and access management tools       standard for data protection management systems,
and solutions for governance, risk, and compliance.                  BS 10012:2017. Initially implemented at our global support
   Furthermore, our SAP Cloud Trust Center site provides             organization, the DPMS has been successively rolled out and is now
transparency for our customers with regard to how SAP helps to       in place in all areas critical to data protection. It covers almost all
improve security, privacy, and compliance in cloud and on-premise    areas and countries in which SAP has operations and will be
landscapes.                                                          introduced in all acquired companies. It is audited and certified on a
                                                                     yearly basis by the British Standards Institute and this audit last
Complying with Data Protection and                                   took place in April 2018.
Privacy Legislation                                                      We have implemented a wide range of measures to protect data
                                                                     controlled by SAP and SAP customers from unauthorized access
   SAP respects and protects the right to data protection and
                                                                     and processing, as well as from accidental loss or destruction. Also,
privacy when processing the personal data of employees,
                                                                     we are developing our products to support our customers in
applicants, customers, suppliers, and partners. While implementing
                                                                     applying data protection requirements, including GDPR.
appropriate security measures, we develop and pursue our data
                                                                         In 2018, SAP did not experience any significant incidents in
protection and privacy strategy in accordance with our business
                                                                     processing personal data – either on our own behalf or on behalf of
strategy.
                                                                     our customers – that were subject to GDPR or other applicable
                                                                     data protection laws.
                                                                                                                                         37
Customers                                                              to the fact that we have a more rigorous process to ensure we
                                                                       receive open and direct feedback. Below you can find some of the
                                                                       programs we have implemented to address pain points customers
Approaching Our Customers with                                         share with us in their feedback.
Empathy                                                                    As we implement these customer engagement programs and
    SAP’s purpose is to help the world run better and improve          with continued rigor in our processes, we are targeting a Customer
people’s lives. We achieve this by providing solutions that help our   NPS of +1.0 in 2019 and a steady increase in 2020 and beyond.
customers tackle the challenges of today’s world to be successful.         For more information about the Customer NPS, see the
We can only do this with a sharp focus on our customers’ needs.        Performance Management System section.
We want our customers to see a company that listens and
responds to their needs. We want to design and develop with their      Focusing on Customer Engagement
needs in mind. We want them to experience a constantly improving           In addition to quantitative customer feedback such as Customer
SAP.                                                                   NPS, we also utilize numerous executive, customer, and product
    To achieve this, SAP has implemented extensive programs to         advisory boards and councils. These committees allow SAP to
deepen our relationship with customers. Through these efforts, we      listen to and engage customers for their feedback and guidance
reach out to our customers to ensure we understand what works          relative to our business and technology strategies, solutions, and
well and not so well in their partnership with SAP.                    services. Through these efforts, SAP gains a more detailed
    Measuring customer loyalty is a part of this program, and we       understanding of our strategies, road maps, and potential
use the Customer Net Promoter Score (Customer NPS) as one              improvements. The long-term objective for each of these efforts is
feedback mechanism to do so. This allows us to directly                value generation for our customers and SAP alike.
understand what our customers are thinking and identify key pain           One of the programs we have introduced to support our
points for action. Our customers are of such importance to SAP, it     customer engagement is Build Customers for Life. Customers
is only logical that Customer NPS is one of our main KPIs.             expect us to deliver one lifecycle experience across our portfolio, all
    Specifically, Customer NPS measures the willingness of our         while delivering the promise of integration across our portfolio. To
customers to recommend or promote SAP to others. It is derived         turn this objective into action, the program establishes unified post-
from ongoing customer surveys that identify, on a scale of 0–10,       sales process standards and supporting IT infrastructure across all
whether a customer is likely to recommend SAP to friends or            cloud offerings. In this way, it enables one harmonized customer
colleagues, is neutral, or is unwilling to recommend. The responses    experience across both digital and direct interaction points with
are divided into three groups as follows:                              SAP.
– 9 or 10: promoters                                                       Another example is our global Customer First initiative, where
– 7 or 8: passives                                                     efforts are underway to improve the way we work and care for our
– 6 or below: detractors                                               customers by ensuring we provide a consistent, positive, end-to-
    To derive the Customer NPS, we start with the percentage of        end experience that helps deliver successful outcomes for them.
promoters and subtract the percentage of detractors. Passives are          Some specific areas where we have received valuable feedback
ignored. Consequently, the range of achievable scores is –100 to       involve:
+100, with the latter being the best achievable score for customer     – Harmonizing our interactions with customers
loyalty as measured by the NPS methodology. In 2018, after             – Continuing to evolve our portfolio into a seamless Intelligent
critically reviewing the process of how we contact customers to            Enterprise offering
participate in the survey, we made changes. We implemented a           – Further integrating customer experience for our cloud assets in
more standardized and more rigorous process to approach                    particular
customer contacts in a more consistent manner across the                   We engage in this process transparently, as we believe
company. We believe every customer, rather than only a sample,         transparency leads to accountability. When feedback is honest,
should have a voice.                                                   actionable, and transparent, we can address it head on and truly
    To adhere to this, we implemented measures to ultimately           improve our customer experience. Further, the impact of measures
ensure all of our customers are invited to give feedback and a         and improvements is clearly visible. In this way, SAP continues to
random selection of key contacts at each customer is selected to       take measures to ensure customer feedback is incorporated in our
participate in the survey. This increases the quality and              business.
representation of the feedback we are receiving and helps us               Finally, we not only believe this customer focus is good for SAP,
engage in an open dialogue with our customers. We have further         but also for our customers. Our commitment to our customer
reduced the set of criteria for which a customer can be excluded       experience is clearly evidenced by our acquisition of Qualtrics. As
from the survey, designed our Customer NPS survey instrument to        we integrate Qualtrics into our portfolio, we will not only be
best practice standards and with a focus on probing for critical       embedding this technology into our software, but will also be
feedback.                                                              offering experience management to our customers.
    68% of customers gave us a score of 7 or higher. This means
that a large majority of customers are satisfied or highly satisfied
with SAP. Because the percentage of customers who rated us 9 or
10 is slightly smaller than the percentage of customers who rated
us 6 or below our Customer NPS for 2018 is –5.0 (2017: +17.8). We
did not reach our target of +21 to +23 in 2018. This was mainly due
                                                                                                                                           38
Energy and Emissions                                                      Total Net Emissions
of Working
                                                                               500
    SAP takes its environmental responsibilities seriously and strives                       455
to be a role model for sustainable business operations. We believe
                                                                                                           380
that by running cleaner, greener operations, we can make a
                                                                                                                         325            310
difference to our planet. In addition, we aim to enable our customers
to reduce their overall carbon footprint through our software.
    Our global environmental policy promotes a more productive use
of resources by providing transparency in environmental issues,
driving efficiency, and leveraging transformational strategies. It also
outlines our environmental goals.
    The SAP Executive Board sponsor for sustainability, including
climate change, is our chief financial officer (CFO). Our chief               2014          2015          2016           2017          2018
sustainability officer and our dedicated sustainability organization
coordinate our response to climate change, which includes
                                                                             In addition to our long-term commitment for 2025, we have
assessing and managing climate-related risks and opportunities.
                                                                          derived annual targets for our internal operational steering. In 2018,
Facilities management staff design and operate our facilities based
                                                                          we overachieved our annual target to reduce our emissions to
on robust environmental standards. In addition, our IT operations
                                                                          333 kilotons (kt) of CO2 by 23 kt. This result stems primarily from
personnel is committed to optimizing energy consumption in our
                                                                          compensation with carbon emission offsets. Our focus on carbon
data centers. We assess our environmental performance and risks
                                                                          emissions has contributed to a cumulative cost avoidance of
in quarterly management reviews.
                                                                          €272.8 million in the past three years, compared to a business-as-
    Designed to enable continous improvement and protect the
                                                                          usual scenario based on 2007. We achieved 39% of this cost
environment, our environmental management system based on the
                                                                          avoidance in 2018.
ISO 14001 standard was rolled out to seven additional SAP sites in
2018. The system now covers 55 SAP sites in 30 countries. In 2018,        Total Energy Consumption
we successfully audited the Walldorf and St. Leon-Rot sites in
Germany, thus fulfilling our target for the system to cover
operations affecting about 70% of employees globally. Currently,                                          GWh
we are also implementing the ISO 50001 energy management
system for the Walldorf and St. Leon-Rot sites.                                              965           950
                                                                               920                                       920            919
                                                                                                                                              39
efficiency of a data center, with 1.0 being the ideal. In early 2019,   data into reporting and steering. For example, customers can
SAP will open its new state-of-the-art data center in Walldorf,         improve their real-time energy demand response for power demand
Germany.                                                                management.
                                                                           SAP also works with customers to optimize their on-premise
Committing to 100% Renewable                                            landscapes so that they consume less energy. We achieve this by
Electricity                                                             helping them decommission legacy systems, archive unused data,
                                                                        consolidate business applications, and virtualize their system
   Our commitment to 100% renewable electricity is crucial to
                                                                        landscape.
making our operations more sustainable. While SAP produces a
small amount of renewable electricity through solar panels in some
locations, we rely primarily on the purchase of renewable energy
                                                                        Driving Environmental Initiatives
certificates (RECs) to achieve our target of 100% renewable             Throughout SAP
electricity. We only invest in Gold Standard RECs, which support            We continuously pursue strategies to help us achieve our goal of
renewable energy projects that meet robust criteria in terms of         reducing emissions at a time of ongoing growth in our business. Key
environmental integrity, stakeholder inclusivity, and reporting and     initiatives for 2018 included the following:
verification. All of these RECs are 100% EKOenergy label certified,
the highest quality energy ecolabel available.                          EKOenergy Certification
                                                                            Most of our renewable electricity is purchased on the electricity
Total Data Center Electricity
                                                                        market and is not produced by SAP. As recommended by the
                                                                        Greenhouse Gas Protocol and CDP, we actively look for the best
                                  GWh                                   available quality. Therefore, all of our purchased renewable
                                                                        electricity is EKOenergy certified. EKOenergy is the international
                            Internal     External
                                                                        not-for-profit ecolabel for energy. It certifies electricity from
                                                                317
                                                                        renewable energy installations that fulfil additional sustainability
                                                    265                 criteria. Through the purchase of EKOenergy certified electricity, we
                    249           243
                                                                137     also contribute to EKOenergy's Climate Fund, used to finance solar
                    60             65
                                                     86                 projects tackling energy poverty.
     179
      18
                                                                        Electric Vehicles
                                                                            As a result of our business expansion, the number of SAP
                    189            178              179         180
     161                                                                employees eligible for a company car has increased annually. We
                                                                        want to ensure that the resulting growth in our car fleet does not
                                                                        undo our successes in cutting emissions. To help address this, SAP
    2014           2015           2016              2017       2018     aims to increase the number of electric vehicles (battery electric
                                                                        vehicles and plug-in hybrid electric vehicles) in our company car
                                                                        fleet from 7% at the end of 2018 to 20% by 2020.
Helping Our Customers Run Greener                                           All electric company cars charged at SAP are powered with
Operations                                                              100% renewable electricity. In addition, in Germany, we provide
   The vast majority of our overall emissions result from the use of    employees with an incentive to switch to electric alternatives by
our software. When our customers run SAP software on their              offering a battery subsidy that partially offsets the higher costs of an
hardware and on their premises, the resulting carbon footprint is       electric vehicle.
about 38 times the size of our own net carbon footprint. To address
this, we have developed a downstream emissions strategy to help         Internal Carbon Pricing for Business Flights
our customers, hardware providers, and others run greener                   In addition to avoiding business flights by investing in virtual
operations. One of the most important ways we help our customers        collaboration and communication technologies, we invest in carbon
reduce their energy usage and emissions is by managing their SAP        emission offsets for air travel in the majority of countries we travel
systems through cloud services provided by our carbon-neutral           from by charging an internal carbon price. This offset effort resulted
green cloud offerings. In addition, the solutions in our portfolio      in a compensation of 170 kt of CO2 in 2018.
enable our customers to manage their resources, such as
electricity, in an efficient manner.                                    Investment in Carbon Credits
   The SAP HANA platform also plays a vital role in helping our            In 2018, we continued to realize the benefits of our investment in
customers cut their carbon emissions. By combining the worlds of        the Livelihoods Fund. Several years ago, we made a commitment to
analytic and transactional data into one real-time, in-memory           invest €3 million covering a 20-year participation in a fund that
platform, it can help create much leaner operations, further            supports social causes as well as the sustainability of agricultural
simplifying the system landscape and reducing energy                    and rural communities worldwide. The returns from this unique
consumption. With the new SAP Profitability and Performance             investment in the Livelihoods Fund consist of high-quality carbon
Management application powered by SAP HANA, we have                     credits. Following the success of this scheme, we will invest in a
integrated value chain sustainability management and carbon             second Livelihoods Fund in 2019, committing another €3 million
footprint management to support our customers on their path to          over the next 30 years and thus increasing our commitment to
increased transparency and combine non-financial and financial          sustainable initiatives. In 2018, the carbon credits we received from
                                                                                                                                             40
the first fund helped us to offset our carbon footprint by 35.7 kt.      approximately 70 countries worldwide, we occupy roughly
SAP has pledged to plant five million trees by 2025 in collaboration     1,870,000 square meters. The space in most locations other than
with various non-governmental organizations. In 2018, we started         our principal office in Germany is leased. We also own certain real
by investing in an additional 500,000 trees as part of our carbon        properties in Newtown Square and Palo Alto (United States); Ban-
offsetting initiatives.                                                  galore (India); Sao Leopoldo (Brazil); London (UK); Ra’anana (Isra-
                                                                         el), Colorado Springs (United States) and a few other locations in
                                                                         and outside of Germany.
Intellectual Property,                                                       The office and datacenter space we occupy includes approxi-
                                                                         mately 380,000 square meters in the EMEA region, excluding Ger-
Proprietary Rights and                                                   many, approximately 430,000 square meters in the region North
                                                                         and Latin America, and approximately 435,000 square meters in
Licenses                                                                 the APJ Region.
                                                                             The space is being utilized for various corporate functions
    We rely on a combination of the protections provided by
                                                                         including research and development, our data centers, customer
applicable statutory and common law rights, including trade secret,      support, sales and marketing, consulting, training, administration
copyright, patent, and trademark laws, license and non-disclosure        and messaging. Substantially all our facilities are being fully used or
agreements, and technical measures to establish and protect our
                                                                         sublet. For a discussion on our non-current assets by geographic
proprietary rights in our products. For further details on risks         region see Note (D.6) to our Consolidated Financial Statements.
related to SAP’s intellectual property rights, see “Item 3. Key          Also see, “Item 6. Directors, Senior Management and Employees —
Information — Risk Factors — Operational Risks.”                         Employees,” which discusses the numbers of our employees, in
    We may be dependent in the aggregate on technology that we           FTE’s, by business area and by geographic region, which may be
license from third parties that is embedded into our products or that    used to approximate the productive capacity of our workspace in
we resell to our customers. We have licensed and will continue to
                                                                         each region.
license numerous third-party software products that we incorporate           We believe that our facilities are in good operating condition and
into and/or distribute with our existing products. We endeavor to        adequate for our present usage. We do not have any significant
protect ourselves in the respective agreements by obtaining certain
                                                                         encumbrances on our properties. We do not believe we are subject
rights in case such agreements are terminated.                           to any environmental issues that may affect our utilization of any of
    We are a party to patent cross-license agreements with several       our material assets. We are currently undertaking construction
third parties.
                                                                         activities in various locations to increase our capacity for future
    We are named as a defendant or plaintiff in various legal            expansion of our business. Our significant construction activities are
proceedings for alleged intellectual property infringements. See         described below, under the heading “Principal Investments and
Note (G.4) to our Consolidated Financial Statements for a more           Divestitures Currently in Progress.”
detailed discussion relating to certain of these legal proceedings.
                                                                         Investments
Description of Property                                                  Principal Investments and Divestitures Currently
                                                                         in Progress
  Our principal office is located in Walldorf, Germany, where we
                                                                             In 2018, we continued various construction projects and started
own and occupy approximately 465,000 square meters of office
                                                                         new construction activities in several locations. Except for one new
and datacenter space including our facilities in neighboring St. Leon-
                                                                         office building in Walldorf, which is partially financed by a
Rot. We also own and lease office space in various other locations in
                                                                         promotional loan, we plan to finance all of these projects from
Germany, totaling approximately 160,000 square meters. In
                                                                         operating cash flow. Our most important projects are listed below.
                                                                                                                                             41
Construction Projects
€ millions
 Country                  Location of Facility   Short Description                 Estimated Total Costs Incurred as        Estimated
                                                                                             Cost    at 12/31/2018     Completion Date
 Germany                  St. Leon-Rot           New office building for approx.               38                24          April 2019
                                                 450 employees
 Brazil                   Sao Leopoldo           New office building for approx.               33                 2     December 2020
                                                 700 employees
 Germany                  Munich                 New office building for approx.              100                 0     December 2021
                                                 850 employees
                                                                                                                                          42
ITEM 4A. UNRESOLVED                                                     while business investment benefitted from domestic demand,
                                                                        favourable financing conditions, and improving balance sheets.
STAFF COMMENTS                                                              As for the Americas region, economic activity rebounded in the
                                                                        United States in 2018 and remained resilient. However, trade
   Not applicable.                                                      tensions with China escalated when both countries introduced
                                                                        tariffs on each other’s exports in the second half of the year.
                                                                            The Asia Pacific Japan (APJ) region in 2018 saw a rebound in
ITEM 5. OPERATING AND                                                   economic activity but the end of fiscal stimulus in Japan. As a
                                                                        result, the Japanese economy even contracted during the third
FINANCIAL REVIEW AND                                                    quarter, due also to temporary factors related to natural disasters.
                                                                        At the same time, economic activity in China remained strong,
PROSPECTS                                                               despite the trade tensions with the United States. According to the
                                                                        ECB, robust exports, solid consumption, easing financial
Overview                                                                conditions, and a supportive government policy strengthened the
                                                                        Chinese economy.
    For information on our principal sources of revenue and how the
different types of revenue are classified in our income statement
refer to Note (A.1) to our Consolidated Financial Statements.
                                                                        The IT Market
    See “Item 4. Information about SAP — Products, Research &               Digital transformation was well on its way in 2018, elaborates
Development, and Services” for a more detailed description of the       the U.S.-based market research firm International Data
products and services we offer.                                         Corporation (IDC) in its most recent publications3). This is what we
    The following discussion is provided to enable a better             described in our previous annual and half-year reports as well. IDC
understanding of our operating results for the periods covered,         research shows that 46% of companies finished their
including:                                                              “experimentation” stage in 2018 and opted for an integrated digital
– the factors that we believe impacted our performance in 2018;         strategy and architecture, not just digitally-enabled products and
– our outlook for 2018 compared to our 2018 actual performance          services. Thus, in nearly every industry and in organizations of
    (non-IFRS);                                                         every size, digital transformation helped create new sources of
– a discussion of our operating results for 2018 compared to 2017       revenue through higher competitiveness, with a huge impact on the
    and for 2017 compared to 2016;                                      global economy.
– the factors that we believe will impact our performance in 2019;          According to IDC, the Internet of Things (IoT) was a major topic
    and                                                                 again in 2018, as it helped businesses run more efficiently, gain
– our financial targets and prospects.                                  insight into business processes, and make real-time decisions.
    The preceding overview should be read in conjunction with the       Worldwide spending on IoT amounted to US$725.4 billion (+14.9%)
more detailed discussion and analysis of our financial condition and    in 2018, US$159.5 billion (+18.8%) of which in the EMEA region,
results of operations in this Item 5, “Item 3. Key Information — Risk   US$212.9 billion (+15.0%) in the Americas region, and
Factors” and “Item 18. Financial Statements.”                           US$353.0 billion (+13.1%) in the APJ region. The largest portion of
                                                                        these spendings was in the device category, followed by application
                                                                        software, platform, and ongoing services5).
Economy and the Market                                                      In 2018, reports IDC, a further shift towards public cloud
Global Economic Trends                                                  platforms took place and made these platforms primary sources
                                                                        for fundamental innovation in the application and service world,
    In 2018, the global economy remained resilient and continued to
                                                                        such as blockchain, data management, mobile, and security2).
expand at a steady pace, but at the same time, it showed signs of
                                                                        However, it was mostly the need for machine learning and
moderating momentum. That is what the European Central Bank
                                                                        advanced analytics, whose workloads require the scalability and
(ECB) reported in its December 2018 Economic Bulletin1). Overall,
                                                                        elasticity of cloud computing, that drove adoption of these systems
the services sector performed better in 2018 than manufacturing,
                                                                        into the cloud4).
and advanced economies better than emerging markets, due to
                                                                            ERP rationalization and modernization were another focus in
more accommodative financial conditions. According to the ECB,
                                                                        2018, with the aim to develop new sources of revenue through data
economic activity weakened most substantially in those emerging
                                                                        management monetization3). Artificial intelligence (AI) became a
markets that had been subject to financial turmoil in the summer,
                                                                        part of numerous technologies and solutions and reached more
including Argentina and Turkey.
                                                                        devices, apps, and services than before. IDC calculates that
    In the Europe, Middle East, and Africa (EMEA) region, euro area
                                                                        enterprises using this technology made 21% of their revenue with it
real GDP increased on a broad basis and remained resilient overall,
                                                                        in 2018.
but on a lower level than the ECB had expected in the course of the
year. This was mostly due to a diminishing demand for goods
exports and temporary sector-specific developments (for example,
car production in Germany). Meanwhile, services exports increased
slightly, and the construction business showed robust growth. In
addition, a strong labor market supported private consumption,
                                                                                                                                          43
Sources:                                                                      expected a full-year 2018 effective tax rate (IFRS and non-IFRS) of
1)
  European Central Bank, Economic Bulletin, Issue 8/2018, Publication Date:   27.0% to 28.0% (2017: 19.5% (IFRS) and 22.8% (non-IFRS)).
December 27, 2018
(https://www.ecb.europa.eu/pub/pdf/ecbu/eb201808.en.pdf)                          On April 5, 2018, SAP completed the acquisition of Callidus
2)
 IDC FutureScape: Worldwide IT Industry 2019 Predictions, Doc #US44403818,    Software Inc. (CallidusCloud). In light of this acquisition and our
October 2018                                                                  strong operating profit in the first quarter, we adjusted our outlook
3)
 IDC FutureScape: Worldwide Digital Transformation 2019 Predictions, Doc      in April 2018 for all parameters. We then expected non-IFRS cloud
#US43647118, October 2018
4)
                                                                              subscriptions and support revenue to reach a range between
 IDC FutureScape: Worldwide Intelligent ERP 2019 Predictions, Doc
#US43262918, October 2018                                                     €4.95 billion and €5.15 billion at constant currencies. We also
5)
 IDC Market Forecast: Worldwide Internet of Things Forecast, 2018–2022,       raised our forecast for non-IFRS cloud and software revenue to a
September 2018                                                                range of €20.85 billion to €21.25 billion at constant currencies. We
                                                                              expected our non-IFRS total revenue to end between €24.8 billion
                                                                              and €25.3 billion at constant currencies. We also adjusted our
Impact on SAP                                                                 outlook for non-IFRS operating profit for 2018 upward to range
   The velocity of the global digital transformation increased                between €7.35 billion and €7.5 billion at constant currencies.
further and SAP continued to significantly benefit from this mega                 In July 2018, based on the strong momentum in our cloud
trend. The strong momentum across our entire portfolio and in all             business, we raised our forecast for 2018 non-IFRS cloud
regions was remarkable, and the share of our more predictable                 subscriptions and support revenue once more, to a range of
revenue reached a new high.                                                   €5.05 billion to €5.2 billion at constant currencies. We
                                                                              consequently also adjusted our outlook for the other parameters,
Performance Against Our Outlook for                                           as follows: The forecast for non-IFRS cloud and software revenue
                                                                              was increased to a range of €21.025 billion to €21.25 billion at
2018 (Non-IFRS)                                                               constant currencies, the forecast for non-IFRS total revenue was
    As in previous years, our 2018 operating profit-related goals and         increased to a range of €24.975 billion to €25.3 billion at constant
published outlook were based on our non-IFRS financial measures               currencies, and the forecast for non-IFRS operating profit was
at constant currencies. For this reason, in the following section we          increased to a range of €7.4 billion to €7.5 billion at constant
discuss performance against our outlook only in terms of non-IFRS             currencies. We continued to expect a full-year 2018 effective tax
numbers derived from IFRS measures. The subsequent section                    rate (IFRS and non-IFRS) of 27.0% to 28.0%, but now expected to
about IFRS operating results discusses numbers only in terms of               reach the upper end of these ranges.
the International Financial Reporting Standards (IFRSs), so the                   In October 2018, based on the continued strong momentum in
numbers in that section are not expressly identified as IFRS                  our cloud business, the Company raised its outlook a third time for
numbers.                                                                      non-IFRS cloud subscriptions and support revenue, to range
                                                                              between €5.15 billion and €5.25 billion at constant currencies. This
Outlook for 2018 (Non-IFRS)                                                   range represents a growth rate of 36.5% to 39% at constant
    At the beginning of 2018, we projected that our 2018 non-IFRS             currencies. Consequently, we also raised the forecast for non-IFRS
cloud subscriptions and support revenue would be between                      cloud and software revenue to a range of €21.15 billion to
€4.8 billion and €5.0 billion at constant currencies (2017:                   €21.35 billion at constant currencies. This range represents a
€3.77 billion). This range represents a growth rate of 27% to 33%             growth rate of 8% to 9% at constant currencies. We expected our
at constant currencies. The Company expected full-year 2018 non-              non-IFRS total revenue to end between €25.2 billion and
IFRS cloud and software revenue to be in a range of €20.7 billion to          €25.5 billion at constant currencies. This range represents a
€21.1 billion at constant currencies (2017: €19.55 billion). This             growth rate of 7.5% to 8.5% at constant currencies. We also
range represents a growth rate of 6% to 8% at constant currencies.            adjusted our outlook for non-IFRS operating profit for 2018 upward
In addition, we aimed for non-IFRS total revenue in a range of                to range between €7.425 billion and €7.525 billion at constant
€24.6 billion to €25.1 billion at constant currencies (2017:                  currencies. This range represents a growth rate of 9.5% to 11% at
€23.46 billion). This range represents a growth rate of 5% to 7% at           constant currencies. We continued to expect a full-year 2018
constant currencies. We also projected our full-year non-IFRS                 effective tax rate (IFRS) at the upper end of the range of 27.0% to
operating profit for 2018 would end between €7.3 billion and                  28.0%, but now expected an effective tax rate (non-IFRS) of 26.5%
€7.5 billion (2017: €6.77 billion) at constant currencies. This range         to 27.5%.
represents a growth rate of 8% to 11% at constant currencies. We
                                                                                                                                                44
2018 Actual Performance Compared to Outlook (Non-IFRS)
We hit or exceeded the raised outlook for all our guidance parameters we published in April, July, and October.
Total revenue                                    €24.60 billion            €24.80 billion           €24.975 billion              €25.20 billion   €25.96 billion
(non-IFRS, at constant currencies)             to €25.10 billion        to €25.30 billion         to €25.30 billion           to €25.50 billion
Operating profit                                    €7.3 billion             €7.35 billion            €7.40 billion              €7.425 billion    €7.48 billion
(non-IFRS, at constant currencies)              to €7.50 billion          to €7.50 billion         to €7.50 billion           to €7.525 billion
Effective tax rate (non-IFRS)                  27.0% to 28.0%                                    27.0% to 28.0%*              26.5% to 27.5%             26.3%
* In the 2018 Half-Year Report, we confirmed our previous outlook, but now expected to reach the upper end of these ranges.
    Despite economic and diplomatic tensions, arising particularly               to 2017. The cloud subscriptions gross margin for 2018 was 63%,
from the trade conflict between China and the United States, and                 an increase of 0.7pp on a constant currency basis year over year.
uncertainties regarding the possible outcome and effects of the                  Despite continued investment in our business transformation, the
Brexit negotiations, our new and existing customers in 2018                      margin improvement was primarily driven by increasing efficiency
continued to show a strong willingness to invest in our solutions                of our cloud offerings.
and services.                                                                        All cloud subscriptions and support gross margins on our
    At constant currencies, non-IFRS cloud subscriptions and                     various cloud offerings developed positively in 2018:
support revenue grew from €3.77 billion in 2017 to €5.21 billion in                  Our cloud subscriptions gross margin (non-IFRS) in our
2018 and therefore ended in our guidance range of €5.15 billion to               Business Network business increased further by 1.1pp (on a
€5.25 billion. That represents an increase of 38% on a constant                  constant currency basis), resulting in 78% for 2018, already close
currency basis.                                                                  to our long-term ambition of 80% for 2020. This excellent result is
    Our new cloud bookings, which are one of our measures for                    attributable to the continued positive gross margin development
cloud-related sales success and for future cloud subscriptions                   within the SAP Ariba and SAP Concur portfolio.
revenue, increased in 2018 to €1.81 billion (2017: €1.45 billion). This              The cloud subscriptions gross margin (non-IFRS) on our
is an increase of 25% (28% on a constant currency basis). In                     infrastructure as a service (IaaS) cloud offering continued to
addition to this strong growth, our cloud backlog (unbilled future               develop well in 2018. Our cloud subscription gross margin (non-
revenue based on existing cloud contracts) reached €10.1 billion                 IFRS) was 13% in 2018, which reflects an improvement of 6.5pp on
(2017: €7.5 billion). This is an increase of 35% (30% on a constant              a constant currency basis.
currency basis). We expect this committed business to contribute                     Profitability in our software as a service/platform as a service
to our cloud subscriptions and support growth in 2019 and beyond.                (SaaS/PaaS) cloud offering was 60% at constant currencies (non-
    Besides the strong cloud business, our traditional on-premise                IFRS) for 2018. Despite ongoing investments in the further
business again achieved a solid result on a constant currency basis              development and harmonization of our various software as a
in 2018, at the same strong level as the year before. On a constant              service/platform as a service offerings on a single platform, we
currency basis, non-IFRS cloud and software revenue grew from                    were able to increase the margin a further 2.4pp compared to our
€19.55 billion in 2017 to €21.58 billion in 2018. That represents an             long-term ambition of 70%.
increase of 10% on a constant currency basis. This revenue thus                      We saw efficiency improvements in both our cloud and
overachieved the forecast for 2018, which was raised in April, July,             traditional on-premise business, which drove continued operating
and October.                                                                     profit expansion. Non-IFRS operating profit in 2018 was
    Our total revenue (non-IFRS) on a constant currency basis rose               €7.48 billion on a constant currency basis (2017: €6.77 billion),
11% in 2018 to €25.96 billion (2017: €23.46 billion) and therefore               reflecting an increase of 10%. As a result, we were able to surpass
beat our repeatedly increased outlook.                                           our excellent results from 2017, despite our continued investment
    Operating expenses (non-IFRS) in 2018 on a constant currency                 in our business transformation during the reporting year. The
basis were €18.48 billion (2017: €16.69 billion), an increase of 11%.            positive development of our operating profit was largely influenced
    Our expense base in 2018 continued to be impacted by our                     by investment decisions focused on customers and products
transformation to a fast-growing cloud business. In our initial                  which, among other things, resulted in an increase in our overall
outlook for 2018, we expected the cloud subscriptions and support                headcount by 7,955 full-time equivalents (thereof 5,912 organic),
gross margin to be at least stable or to increase slightly compared              primarily in research and development, services, cloud, and sales.
                                                                                                                                                              45
With these additional resources, we continued to make targeted
investments in our innovation areas and growth markets. Thus,           Operating Results (IFRS)
constant currency non-IFRS operating profit amounting to
                                                                           This section on operating results (IFRS) discusses results only in
€7.48 billion was above the midpoint of our outlook range raised in     terms of IFRS measures, so the IFRS numbers are not expressly
October (€7.425 billion to €7.525 billion).                             identified as such.
    We achieved an effective tax rate (IFRS) of 27.0% and an
effective tax rate (non-IFRS) of 26.3%, which is at the lower end of    Our 2018 Results Compared to Our 2017
the range of 27.0% to 28.0% (IFRS) and below the adjusted
outlook of 26.5% to 27.5% (non-IFRS). This mainly resulted from
                                                                        Results (IFRS)
taxes for prior years.
    Our constant currency non-IFRS revenues and non-IFRS results
in 2018 were driven by our positive business development as well
                                                                        Revenue
as the following factors:                                               Total Revenue
– The adoption of the new revenue recognition standard IFRS 15             Total revenue increased from €23,461 million in 2017 to
    at the beginning of fiscal year 2018 took place without adjusting
                                                                        €24,708 million in 2018, representing an increase of €1,247 million,
    prior-year figures. Revenue was €0.16 billion higher (non-IFRS      or 5%.
    at constant currencies) than it would have been under the
    previous revenue recognition standard, while operating
    expenses (non-IFRS at constant currencies) were €0.25 billion                    € millions | change since previous year
    lower after applying the new standard. For more information
    about the adoption of IFRS 15, see the Notes to the Consolidated                                                               24,708
                                                                                                                      23,461
    Financial Statements, Note (A.5).                                                                    22,062
                                                                                         20,793
– Revenue and earnings from our acquisitions are reflected in our
                                                                            17,560
    results as of the respective acquisition date. Callidus Software
                                                                                          18%
    Inc. (CallidusCloud), as our largest acquisition, had a positive
    impact of €0.16 billion in cloud subscriptions and support
    revenue (non-IFRS at constant currencies) and a positive                                                 6%        6%           5%
                                                                             4%
    impact of €0.05 billion on operating profit at constant
    currencies. For more information about our acquisitions in fiscal
    year 2018, see the Notes to the Consolidated Financial
    Statement, Note (D.1).
                                                                            2014          2015           2016         2017         2018
– Besides the financial recognition of hyperinflation in Argentina
    and Venezuela, our non-IFRS numbers at constant currencies
    are further impacted by the hyperinflation due to the mechanics        The growth in revenue resulted primarily from a €1,224 million
    of our constant currency adjustments: By applying prior-year        increase in cloud subscriptions and support revenue to
    currency exchange rates to our current-period numbers, these        €4,993 million. Cloud and software revenue represented 83% of
    numbers are adjusted for currency exchange rate changes. In         total revenue in 2018 (2017: 83%). Service revenue increased 4%
    contrast, the 2018 constant currency numbers are not adjusted       from €3,912 million in 2017 to €4,086 million in 2018, which was
    for the respective change in inflation. This benefitted the non-    17% of total revenue (2017: 17%).
    IFRS software revenue by €0.15 billion at constant currencies,
                                                                        Revenue by Revenue Type
    the non-IFRS software support revenue by €0.15 billion at
    constant currencies, and our non-IFRS total revenue by
    €0.46 billion at constant currencies. In contrast, the operating                                   € millions
    expenses (non-IFRS at constant currencies) experienced a
    negative impact of €0.34 billion, resulting in an increase in our       Cloud Subscriptions & Support            4,993
    non-IFRS operating profit (non-IFRS) of €0.12 billion at constant
    currencies. For more information about currency conversion                         Software Licenses            4,647
    and hyperinflation, see the Notes to the Consolidated Financial
    Statements, Note (IN.1).
                                                                                        Software Support                       10,981
Services 4,086
                                                                                                                                            46
Cloud and Software Revenue                                            our software orders received in 2018, 29% were attributable to
   Revenue from cloud subscriptions and support refers to the         deals worth more than €5 million (2017: 30%), while 39% were
income earned from contracts that permit the customer to access       attributable to deals worth less than €1 million (2017: 40%).
specific software solutions hosted by SAP during the term of its          Our stable customer base, the continued demand for our
contract with SAP. Software revenue results from the fees earned      software throughout 2018 and the previous years, and the
from selling or licensing software to customers. Support revenue      continued interest in our support offerings resulted in an increase
represents fees earned from providing customers with technical        in support revenue from €10,908 million in 2017 to €10,981 million
support services and unspecified software upgrades, updates, and      in 2018. The SAP Enterprise Support offering was the largest
enhancements. For further information about our revenue types,        contributor to our support revenue. The €73 million, or 1%, growth
see the Notes to the Consolidated Financial Statements, Note (A.1).   in support revenue is primarily attributable to our SAP Product
   Cloud and software revenue grew from €19,549 million in 2017       Support for Large Enterprises services and our SAP Enterprise
to €20,622 million in 2018, an increase of 5%.                        Support services. The acceptance rate for SAP Enterprise Support
                                                                      among new customers remained very high in 2018 at 98% (2017:
Cloud and Software                                                    99%).
                                                                          Software and support revenue decreased €152 million, or 1%,
                            € millions                                from €15,780 million in 2017 to €15,628 million in 2018
                                                                          We define more predictable revenue as the sum of our cloud
                                                         20,622       subscriptions and support revenue and our software support
                                            19,549
                              18,424                                  revenue. Compared to the previous year, our more predictable
                 17,214
                                                                      revenue increased from €14,677 million in 2017 to €15,975 million
    14,315                                                            in 2018. This reflects a rise of 9%. More predictable revenue
                                                                      accounted for 65% of our total revenue in 2018 (2017: 63%).
                                                                                                   € millions
                                                                                            Software Support      Cloud          15,975
                                                                                                                   14,677
    2014         2015          2016         2017         2018                                        13,564
                                                                                        12,379                                    4,993
                                                                                                                    3,769
                                                                                                      2,993
  Cloud subscriptions and support revenue increased from                  9,916         2,286
€3,769 million in 2017 to €4,993 million in 2018.                         1,087
                                                          4,993
                                                                          2014          2015          2016          2017         2018
                                            3,769
                                                                      Services Revenue
                               2,993
                                                                         Services revenue combines revenue from professional services,
                 2,286                                                premium support services, and other services such as training
                                                                      services and messaging services. Professional services primarily
    1,087                                                             relate to the implementation of our cloud subscriptions and on-
                                                                      premise software products. Our premium support offering consists
                                                                      of high-end support services tailored to customer requirements.
                                                                      Messaging services are primarily transmission of electronic text
    2014         2015          2016         2017         2018         messages from one mobile phone provider to another.
                                                                         Services revenue increased €175 million, or 4%, from
   Impacted by currency headwinds, our software revenue               €3,912 million in 2017 to €4,086 million in 2018.
declined by €225 million from €4,872 million in 2017 to                  A solid market demand led to a 4% increase of €141 million in
€4,647 million in 2018. Our customer base continued to expand in      consulting revenue and premium support revenue from
2018. Based on the number of contracts concluded, 15% of the          €3,215 million in 2017 to €3,356 million in 2018. In 2018, consulting
orders we received for software in 2018 were from new customers       and premium support revenue contributed 82% of the total service
(2017: 15%). The total value of software orders received decreased    revenue (2017: 82%) and 14% of total revenue (2017: 14%).
9% year over year. The total number of contracts signed for new          Revenue from other services increased €34 million, or 5%, to
software decreased 1% to 58,530 (2017: 59,147), with an average       €731 million in 2018 (2017: €697 million).
order value of €82 thousand in 2018 (2017: €89 thousand). Of all
                                                                                                                                          47
Revenue by Region                                                      contributed 81% (2017: 80%) of all revenue generated in the
   (based on customer location)                                        Americas region. In the remaining countries of the Americas region,
                                                                       revenue decreased 4% to €1,832 million, induced by a challenging
                                                                       macroeconomic situation in Latin America. Revenue in the
                              € millions                               remaining countries of the Americas region was generated
                                                                       primarily in Canada, Brazil, and Mexico. Cloud and software
                                APJ                                    revenue generated in the Americas region totaled €7,973 million
                               3,891
                                                                       (2017: €7,666 million). That was 82% of all revenue from the region
                                                                       (2017: 82%).
                                                                                                                      7,666       7,973
                                                                                                        7,366
                                                                                         6,929
Americas Region
   In 2018, 39% of our total revenue was generated in the
Americas region (2017: 40%). Total revenue in the Americas region
increased 4% to €9,713 million; revenue generated in the United
States increased 6% to €7,880 million. The United States
                                                                                                                                          48
APJ: Cloud and Software Revenue                                        Operating Profit
                                                           3,310
                                              3,124                                                    5,135
                                 2,865
                  2,663                        419          611                                                      4,877
                                  290
    2,221         200
     101                                                                   4,331         4,252         21%
                                                                                                                                   17%
2014 2015 2016 2017 2018 2014 2015 2016 2017 2018
   Cloud subscriptions revenue in the APJ region rose 46% to           Operating Margin
€611 million in 2018 (2017: €419 million). Software licenses and
software support revenue slightly decreased from €2,705 million in
2017 to €2,699 million in 2018, reflecting a year-over-year growth
of 0%.                                                                                Percent | change since previous year
                                                                                                                                          49
– The financial recognition of hyperinflation in Argentina and        cloud solutions, we continue to invest by expanding capacities to
    Venezuela resulted in a decrease in our total revenue of          meet the increased demand. As a result, cost of services rose 5%
    €19 million and in a decrease in our operating profit of          to €3,302 million (2017: €3,158 million). Our gross margin on
    €12 million. For more information about currency conversion       services, defined as services profit as a percentage of services
    and hyperinflation, see the Notes to the Consolidated Financial   revenue, remained for the most part stable at 19.2% (2017: 19.3%).
    Statements, Note IN.1.
                                                                      Research and Development Expense
Changes to the individual elements in our cost of revenue were as
follows:                                                                  Our research and development (R&D) expense consists
                                                                      primarily of the personnel cost of our R&D employees, costs
Cost of Cloud and Software                                            incurred for independent contractors we retain to assist in our R&D
    Cost of cloud and software consists primarily of costs for        activities, and amortization of the computer hardware and software
deploying and operating cloud solutions, the cost of developing       we use for our R&D activities.
custom solutions that address customers’ specific business                Due to growing personnel costs driven by a 9% increase on
requirements, customer support costs, amortization expenses           average for the year in our R&D headcount, our R&D expense in-
relating to intangibles, and license fees and commissions paid to     creased by 8% to €3,624 million in 2018 from €3,352 million in
third parties for databases and the other complementary third-        2017. R&D expense as a percentage of total revenue thus increased
party products sublicensed by us to our customers.                    to 14.7% in 2018 (2017: 14.3%). For more information, see the
    In 2018, the cost of cloud and software increased 7% to           Products, Research & Development, and Services section.
€4,160 million (2017: €3,893 million).
                                                                      Sales and Marketing Expense
    The main impact on costs was an additional €408 million year
over year for delivering and operating cloud applications in             Sales and marketing expense consists mainly of personnel
response to the strength of customer demand. These investments        costs, direct sales costs, and the cost of marketing our products
contributed to revenue growth. Our margin on cloud subscriptions      and services.
and support widened by 2.6pp from 56.0% in 2017 to 58.6% in              Our sales and marketing expense decreased 2% from
2018. This improvement in margin is attributable to strong growth     €6,924 million in 2017 to €6,781 million in 2018. This decrease is
in cloud subscriptions and support revenue of 32% to                  mainly attributable to the adoption of the new IFRS 15 accounting
€4,993 million (2017: €3,769 million) with a lower increase in        standard and the resulting capitalization of sales commissions. For
corresponding costs for cloud subscriptions and support of 25% to     more information, see the Notes to the Consolidated Financial
€2,068 million (2017: €1,660 million).                                Statements, Note (A.5). Accordingly, the ratio of sales and
    A 1% decrease in software license and support revenue to          marketing expense to total revenue, expressed as a percentage, fell
€15,628 million (2017: €15,780 million) and a corresponding           to 27.4% in 2018 (2017: 29.5%), a decrease of 2.1pp.
decrease of 6% in the software license and support costs to           General and Administration Expense
€2,092 million (2017: €2,234 million) enabled us to widen our
                                                                          Our general and administration expense consists mainly of
software license and support margin by 0.8pp to 86.6% (2017:
                                                                      personnel costs to support our finance and administration
85.8%).The gross margin on cloud and software, defined as cloud
                                                                      functions.
and software profit as a percentage of cloud and software revenue,
                                                                          General and administration expense increased 2% from
narrowed by 0.3pp in 2018 to 79.8% (2017: 80.1%). This decline
                                                                      €1,075 million in 2017 to €1,098 million in 2018. This increase is
was mainly driven by the change in the cloud and software revenue
                                                                      primarily the result of higher personnel costs related to job creation
mix, which now has a higher proportion of cloud subscriptions and
                                                                      in administrative areas, based on the increased business volume
support revenues. Due to infrastructure costs, these revenues
                                                                      related to our growth. Thanks to strong operating results, the ratio
currently deliver a lower margin simultaneously with a declining
                                                                      of general and administration expense to total revenue improved by
proportion of higher-margin software and support revenues.
                                                                      0.1pp year over year to 4.4% (2017: 4.6%).
Cost of Services
   Cost of services consists primarily of the cost of consulting,
                                                                      Segment Information
premium services and training courses and the cost of bought-in          At the end of 2018, SAP had three reportable segments: the
consulting and training resources.                                    Applications, Technology & Services segment, the SAP Business
   We were able to increase our service revenue by 4% year over       Network segment, and the Customer Experience segment.
year to €4,086 million in 2018 (2017: €3,912 million). As our            For more information about our segment reporting, see the
service business trends away from traditional software licensing      Notes to the Consolidated Financial Statements, Notes (C.1) and
and consulting revenue toward more subscription revenue from          (C.2), and the Performance Management System section.
                                                                                                                                         50
Applications, Technology & Services Segment
€ millions, unless otherwise stated                                                             2018         2017        ∆ in %       ∆ in %
(Non-IFRS)
                                                                                 Actual     Constant       Actual       Actual     Constant
                                                                               Currency     Currency     Currency     Currency     Currency
Cloud subscriptions and support gross margin – SaaS/PaaS1) (in %) 58 57 59 –2pp –2pp
    The Applications, Technology & Services segment recorded a         Overall, the revenue share of more predictable revenue streams in
strong increase in cloud subscriptions and support revenue in 2018.    this segment increased 1.4pp from 62.4% in 2017 to 63.9% in 2018.
As a consequence of strong demand in our digital core offering and         The segment's cost of revenue during the same period increased
database and data management solutions, and the growing success        7% (14% at constant currencies) to €5,625 million (2017:
of our SAP Cloud Platform in the market, SaaS/PaaS revenue             €5,262 million). This increase in expenses was primarily the result
increased 30% (35% at constant currencies). We also saw                of higher investment in expanding our cloud infrastructure and in
SAP S/4HANA Cloud and SAP Leonardo, our strategic offerings for        providing and operating our cloud applications. This applied
the future, develop very positively and achieve strong growth rates.   primarily to the SaaS/PaaS business, whose margin consequently
    Our software support revenue improved slightly in 2018. It rose    declined 2pp (2pp at constant currencies) compared to the year
1% (5% at constant currencies) to €10,968 million. Including           before. These costs were partially offset by our IaaS business,
software licenses revenue, which remained slightly below the prior-    whose increasing level of maturity achieved significant increases in
year level due to the shift toward cloud subscriptions and support     efficiency. It ended the fiscal year with a margin growth of 6pp (7pp
revenue (0% at constant currencies), we achieved a total software      at constant currencies).
licenses and support revenue of €15,201 million in 2018.
                                                                                                                                          51
SAP Business Network Segment
€ millions, unless otherwise stated                                                           2018         2017       ∆ in %      ∆ in %
(Non-IFRS)
                                                                                Actual    Constant       Actual      Actual     Constant
                                                                              Currency    Currency     Currency    Currency     Currency
Cloud subscriptions and support gross margin – SaaS/PaaS1) (in %) 78 78 77 1pp 1pp
   The SAP Business Network segment increased its cloud               The segment revenue increased by 16% (21% at constant
subscriptions and support gross margin in 2018 by 1pp again, to       currencies) to €2,629 million. As a result, the SAP Business
78%. The segment's cost of revenue increased 12% in 2018 (17% at      Network segment achieved a segment gross margin of 69% in 2018
constant currencies) to €813 million (2017: €725 million).            (2017: 68%), an increase of 1pp (1pp at constant currencies).
Cloud subscriptions and support revenue – SaaS/PaaS1) 528 539 200 >100 >100
Cloud subscriptions and support gross margin – SaaS/PaaS1) (in %) 67 67 59 7pp 8pp
Cloud subscriptions and support revenue 528 539 200 >100 >100
   The new Customer Experience segment established in 2018            7pp (8pp at constant currencies) favored by Callidus contributing
recorded strong growth in total revenue of 48% (51% at constant       positively with a cloud subscription and support gross margin of
currencies). This positive development was mainly influenced by the   80%. However, changes in internal allocations of cloud delivery
strong growth in our cloud subscriptions and support revenue of       costs led to an increase in the cost of cloud subscription and
164% (170% at constant currencies). The acquisition of Callidus       support compared to 2017. Since its acquisition in the second
Software Inc. and SAP’s cloud strategy resulted in an increasing      quarter of 2018, Callidus contributed positively to the segment’s
cloud revenue share compared to software licenses and support         cloud subscriptions and support revenue by €156 million and to the
revenue. Cloud subscription and support gross margin increased        segment’s operating profit by €53 million.
                                                                                                                                      52
Reconciliation of Cloud Subscription Revenues and Margins
€ millions, unless otherwise stated                                                                              2018           2017         ∆ in %         ∆ in %
(Non-IFRS)
                                                                                                Actual       Constant        Actual         Actual      Constant
                                                                                              Currency       Currency      Currency       Currency      Currency
                                                                                                                                                                  53
Financial Income, Net                                                 earned from selling or licensing software to customers. Support
    Financial income, net, changed to –€47 million (2017:             revenue represents fees earned from providing technical support
€188 million). Our finance income was €371 million (2017:             services and unspecified software upgrades, updates, and
€476 million) and our finance costs were €418 million (2017:          enhancements to customers.
€288 million).                                                            Cloud and software revenue grew from €18,424 million in
    Finance income mainly consists of gains from disposal of          2016 to €19,549 million in 2017, an increase of 6%. This reflects
equity securities and IFRS 9-related fair value adjustments           an 8% increase from changes in volumes and prices and a 1%
totaling €227 million (2017: €382 million), interest income from      decrease from currency effects. Cloud subscriptions and support
loans and receivables, and other financial assets (cash, cash         revenue increased from €2,993 million in 2016 to €3,769 million
equivalents, and current investments) totaling €62 million (2017:     in 2017. Despite a combination of a partly challenging
€49 million), and income from derivatives totaling €77 million        macroeconomic and political environment and the accelerating
(2017: €44 million).                                                  industry shift to the cloud, we achieved a €12 million increase in
    Finance costs mainly consist of interest expense on financial     software revenue. This increase, from €4,859 million in 2016 to
liabilities amounting to €106 million (2017: €89 million), negative   €4,872 million in 2017, reflects a 3% increase from changes in
effects from derivatives amounting to €206 million (2017:             volumes and prices and a 2% decrease from currency effects.
€116 million), and losses from disposal or IFRS 9-related fair        Our customer base continued to expand in 2017. Based on the
value adjustments of Sapphire Ventures investments totaling           number of contracts concluded, 15% of the orders we received
€44 million (2017: €27 thousands). For more information about         for software in 2017 (2016: 16%) were from new customers. The
financing instruments, see the Notes to the Consolidated              total value of software orders received increased 1% year over
Financial Statements, Note (E.3).                                     year. The total number of contracts signed for new software
                                                                      increased 3% to 59,147 (2016: 57,291 contracts), with an average
Income Taxes                                                          order value of €89 thousand in 2017 (2016: €91 thousand). In
   The effective tax rate in 2018 was 27.0% (2017: 19.5%). The        2017, 30% (2016: 29%) of our software order entry resulted
year-over-year increase in the effective tax rate mainly resulted     from deals worth more than €5 million, while 40% (2016: 38%)
from the absence of one-time tax benefits realized in 2017            resulted from deals worth less than €1 million.
relating to an intra-group transfer of intellectual property rights       Our stable customer base, the continued demand for our
to SAP SE and the U.S. tax reform, and tax effects relating to        software throughout 2017 and the previous years, and the
intercompany financing, which were partly compensated by              continued interest in our support offerings resulted in an increase
valuation allowances on deferred tax assets, and changes in the       in support revenue from €10,571 million in 2016 to €10,908
regional allocation of income. For more information about             million in 2017. The SAP Enterprise Support offering was the
income taxes, see the Notes to the Consolidated Financial             largest contributor to our support revenue. The €337 million, or
Statements, Note (C.5).                                               3%, growth in support revenue reflects a 4% increase from
                                                                      changes in volumes and prices and a 1% decrease from currency
                                                                      effects. This growth is primarily attributable to SAP Product
Our 2017 Results Compared to Our 2016                                 Support for Large Enterprises and SAP Enterprise Support. The
                                                                      acceptance rate for SAP Enterprise Support among new
Results (IFRS)                                                        customers remained very high in 2017 at 99% (2016: 100%).
Total Revenue                                                             Software and support revenue rose €350 million, or 2%, from
    Total revenue increased from €22,062 million in 2016 to           €15,431 million in 2016 to €15,780 million in 2017. This growth
€23,461 million in 2017, representing an increase of €1,399           reflects a 4% increase from changes in volumes and prices and a
million or 6%. This increase reflects an 8% increase from             1% decrease from currency effects.
changes in volumes and prices and a 1% decrease from currency             We define predictable revenue as the sum of our software
effects. The growth in revenue resulted primarily from a €776         support revenue and our cloud subscriptions and support
million increase in cloud subscriptions and support revenue.          revenue. Compared to the previous year, our predictable revenue
Furthermore, software support revenue rose €337 million. This         increased from €13,564 million in 2016 to €14,677 million in
growth is a result of continuously high software license revenue,     2017. This reflects a rise of 8%. Predictable revenue accounted
which increased €13 million in 2017. Cloud and software revenue       for 63% of our total revenue in 2017 (2016: 61%).
climbed to €19,549 million in 2017, an increase of 6%. Cloud and      Services Revenue
software revenue represented 83% of total revenue in 2017
                                                                          Services revenue combines revenue from professional
(2016: 84%). Service revenue increased 8% from €3,639 million
                                                                      services, premium support services, and other services such as
in 2016 to €3,912 million in 2017, which was 17% of total revenue.
                                                                      training services, messaging services, and payment services.
For more information about our regional performance, see the
                                                                      Professional services primarily relate to the implementation of
Revenue by Region section below.
                                                                      our cloud subscriptions and on-premise software products. Our
Cloud and Software Revenue                                            premium support offering consists of high-end support services
    Revenue from cloud subscriptions and support refers to the        tailored to customer requirements. Messaging services are
income earned from contracts that permit the customer to              primarily transmissions of electronic text messages from one
access specific software solutions hosted by SAP during the term      mobile phone provider to another. Payment services are
of its contract with SAP. Software revenue results from the fees
                                                                                                                                      54
delivered in connection with our travel and expense management         the remaining countries of the Americas region was generated
offerings.                                                             primarily in Canada, Brazil, and Mexico. Cloud and software
   Services revenue increased €273 million, or 8%, from €3,639         revenue generated in the Americas region totaled €7,666 million
million in 2016 to €3,912 million in 2017. This increase reflects an   (2016: €7,366 million). That was 82% of all revenue from the
8% increase from changes in volumes and prices and a 1%                region (2016: 82%). Cloud subscriptions revenue in the Americas
decrease from currency effects.                                        region rose 16% to €2,321 million in 2017 (2016: €2,000 million);
   Solid market demand for service projects led to a 12%               this includes a negative currency effect of 2%. Software licenses
increase of €332 million in consulting revenue and premium             and software support revenue was €5,345 million in 2017 (2016:
support revenue from €2,883 million in 2016 to €3,215 million in       €5,366 million).
2017. This growth reflects a 12% increase from changes in
                                                                       APJ Region
volumes and prices and a 1% decrease from currency effects.
Consulting and premium support revenue contributed 82% of                  In 2017, 16% (2016: 15%) of our total revenue was generated
total service revenue (2016: 79%). Consulting and premium              in the APJ region. Total revenue in the APJ region increased 10%
support revenue contributed 14% of total revenue in 2017 (2016:        to €3,699 million. This growth reflects a 12% increase from
13%).                                                                  changes in volumes and prices and a 2% decrease from currency
   Revenue from other services decreased €59 million, or 8%, to        effects. In Japan, revenue increased 7% to €885 million. Revenue
€697 million in 2017 (2016: €756 million). This reflects a 7%          from Japan was 24% (2016: 24%) of all revenue generated in the
decrease from changes in volumes and prices and a 1% decrease          APJ region. The revenue growth in Japan was attributable to a
from currency changes.                                                 13% increase from changes in volumes and prices and a 6%
                                                                       decrease from currency effects. In the remaining countries of the
Revenue by Region                                                      APJ region, revenue increased 10%. Revenue in the remaining
We break our operations down into three regions: the Europe,           countries of the APJ region was generated primarily in Australia,
Middle East, and Africa (EMEA) region, the Americas region, and        India, and China. Cloud and software revenue in the APJ region
the Asia Pacific Japan (APJ) region. We allocate revenue
                                                                       totaled €3,124 million in 2017 (2016: €2,865 million). That was
amounts to each region based on where the customer is located.
                                                                       84% of all revenue from the region (2016: 85%). Cloud
For more information about revenue by geographic region, see
the 2017 Annual Report on Form 20-F, Part III, Notes to the            subscriptions revenue in the APJ region rose 45% to €419 million
Consolidated Financial Statement, Note (28).                           in 2017 (2016: €290 million). This increase reflects a 47%
                                                                       increase from changes in volumes and prices and a 2% decrease
EMEA Region                                                            from currency effects. Software licenses and software support
    In 2017, the EMEA region generated €10,415 million in              revenue rose 5% to €2,705 million in 2017 (2016: €2,575 million).
revenue (2016: €9,755 million), which was 44% of total revenue         This increase reflects an 8% increase from changes in volumes
(2016: 44%). This represents a year-over-year increase of 7%.          and prices and a 3% decrease from currency effects.
Revenue in Germany increased 10% to €3,352 million in 2017
(2016: €3,034 million). Germany contributed 32% (2016: 31%)            Operating Profit and Operating Margin
of all EMEA region revenue. The remaining revenue in the EMEA              SAP posted record revenues in 2017, particularly in Cloud and
region was primarily generated in the United Kingdom, France,          Services. Our revenue from cloud subscriptions and support
Switzerland, the Netherlands, and Italy. Cloud and software            increased 26% while our services revenue improved 8%. In 2017,
revenue generated in the EMEA region totaled €8,759 million            total revenue grew 6% to €23,461 million (2016: €22,062
(2016: €8,192 million). That was 84% of all revenue from the           million), representing an increase of €1,399 million.
region (2016: 84%). Cloud subscriptions revenue in the EMEA                On the other hand, our operating expenses increased €1,656
region rose 46% to €1,029 million in 2017 (2016: €703 million).        million or 10% to €18,584 million (2016: €16,928 million). The
This increase reflects a 48% increase from changes in volumes          main contributors to that increase were our continued
and prices and a 2% decrease from currency effects. Software           investment in sales and research and development activities as
licenses and software support revenue rose 3% to €7,731 million        well as our higher revenue-related and investment-related cloud
in 2017 (2016: €7,489 million). This growth reflects a 3%              subscriptions and support costs. The higher share price in 2017
increase from changes in volumes and prices and a currency             lead to increased costs of share-based compensation of €1,120
effect of 0%.                                                          million (2016: €785 million). Our employee headcount (measured
                                                                       in full-time equivalents, or FTEs) increased by 4,361 FTEs year
Americas Region
                                                                       over year to 88,543.
    In 2017, 40% of our total revenue was generated in the
                                                                           Overall, the increase in expenses exceeded our growth in
Americas region (2016: 40%). Total revenue in the Americas
                                                                       revenue, leading to a 5% decrease in operating profit to €4,877
region increased 5% to €9,347 million; revenue generated in the
                                                                       million (2016: €5,135 million).
United States increased 4% to €7,436 million. The revenue
                                                                           We see the increased operating expenses largely as
growth in the United States reflects a 6% increase from changes
                                                                       investments in the future that help to secure long-term sales
in volumes and prices and a negative currency effect of 2%. The
                                                                       growth.
United States contributed 80% (2016: 80%) of all revenue
                                                                           As an overall result of these effects on operating profit, our
generated in the Americas region. In the remaining countries of
                                                                       operating margin narrowed 2.5pp to 20.8% in 2017 (2016:
the Americas region, revenue increased 8% to €1,911 million.
                                                                       23.3%).
This increase reflects a 9% increase from changes in volumes
and prices and a 1% decrease from currency effects. Revenue in
                                                                                                                                      55
  Changes to the individual elements in our cost of revenue             Due to growing personnel costs driven by a 10% increase in
were as follows:                                                     our yearly average R&D headcount, our R&D expense increased
                                                                     by 10% to €3,352 million in 2017 from €3,044 million in 2016.
Cost of Cloud and Software
                                                                     R&D expense as a percentage of total revenue thus increased to
    Cost of cloud and software consists primarily of customer        14.3% in 2017 (2016: 13.8%). For more information, see the
support costs, costs of developing custom solutions that address     Products, Research & Development, and Services section of our
customers’ specific business requirements, costs for deploying       2017 Annual Report on Form 20-F.
and operating cloud solutions, amortization expenses relating to
intangibles, and license fees and commissions paid to third          Sales and Marketing Expense
parties for databases and the other complementary third-party           Sales and marketing expense consists mainly of personnel
products sublicensed by us to our customers.                         costs, direct sales costs, and the cost of marketing our products
    In 2017, the cost of cloud and software increased 11% to         and services.
€3,893 million (2016: €3,495 million).                                  Our sales and marketing expense rose 11% from €6,265
    Main impact on costs was an additional €347 million year over    million in 2016 to €6,924 million in 2017. The increase was mainly
year for delivering and operating cloud applications in response     the result of greater personnel costs as we expanded our global
to the sustained strength of customer demand. These                  sales force, and of increased expenditure for bonus payments
investments contributed to revenue growth. Our margin on cloud       prompted by the strong revenue growth. The ratio of sales and
subscriptions and support narrowed from 56.1% in 2016 to             marketing expense to total revenue, expressed as a percentage,
56.0% in 2017. This margin decline is attributable to investments    increased to 29.5% year over year (2016: 28.4%), an increase of
in our cloud business, which offset the strong growth in cloud       1.1pp.
subscriptions and support revenue.
                                                                     General and Administration Expense
    A 2% increase in software license and support revenue led to
a corresponding 2% increase in customer support costs to                Our general and administration expense consists mainly of
€2,234 million, and enabled us to keep our software license and      personnel costs to support our finance and administration
support margin stable at 85.8% (2016: 85.9%). The gross margin       functions.
on cloud and software, defined as cloud and software profit as a        General and administration expense increased 7% from
percentage of cloud and software revenue, narrowed by 1pp in         €1,005 million in 2016 to €1,075 million in 2017. This increase is
2017 to 80.1% (2016: 81.0%). This decline was mainly driven by       primarily the result of higher personnel costs related to job
the change in the Cloud and Software revenue mix, which now          creation in administrative areas, based on the increased business
has a higher proportion of cloud subscriptions and support           volume related to our growth. Thanks to strong operating results,
revenues. Due to infrastructure costs, these revenues currently      the ratio of general and administration expense to total revenue
deliver a lower margin and a declining proportion of higher-         remained stable year over year at 4.6% (2016: 4.6%).
margin software and support revenues.
                                                                     Segment Information
Cost of Services
                                                                        The segment information below for 2017 and 2016 is
    Cost of services consists primarily of the cost of consulting,
                                                                     presented based on the reportable segments Applications,
premium services and training personnel and the cost of bought-
                                                                     Technology & Services, SAP Business Network, and Customer
in consulting and training resources.
                                                                     Experience.
    Although we were able to increase our service revenue by 8%
                                                                        For more information about our segment reporting, see the
year over year to €3,911 million in 2017 (2016: €3,638 million),
                                                                     Notes to the Consolidated Financial Statements, Notes (C.1) and
our service business continues to be greatly affected as we trend
                                                                     (C.2), and the Performance Management System section.
away from classic software licensing and consulting revenue
toward more subscription revenue from cloud solutions. In
addition, we continue to invest in our SAP ONE Service
organization and in our customer co-innovation projects. As a
result, cost of services rose 2% to €3,158 million (2016: €3,089
million). Our gross margin on services, defined as services profit
as a percentage of services revenue, increased 4.2pp to 19.3%
(2016: 15.1%).
                                                                                                                                    56
Applications, Technology & Services Segment
 € millions, unless otherwise stated                                                    2017           2016          ∆ in %         ∆ in %
 (Non-IFRS)
                                                                       Actual       Constant         Actual         Actual       Constant
                                                                     Currency       Currency       Currency       Currency       Currency
    The Applications, Technology & Services segment recorded a             The segment's cost of revenue during the same period
strong increase in cloud subscriptions and support revenue in          increased 7% (8% at constant currencies) to €5,262 million
2017. SaaS/PaaS revenue increased 31% (33% at constant                 (2016: €4,926 million). This increase in expenses was primarily
currencies). We were able to increase our software support             the result of higher investment in expanding our cloud
revenue again in 2017. It rose 3% (4% at constant currencies) to       infrastructure and in providing and operating our cloud
€10,890 million. Including software licenses revenue, which            applications. This applied primarily to the SaaS/PaaS business,
likewise increased year over year (4% at constant currencies),         whose margin consequently declined 3pp (3pp at constant
we achieved a total software licenses and support revenue of           currencies) compared to the year before. These costs were
€15,325 million in 2017.                                               partially offset by our IaaS business, whose increasing level of
    Overall, the revenue share of more predictable revenue             maturity achieved significant increases in efficiency. It ended the
streams in this segment increased 0.9pp from 61.5% in 2016 to          fiscal year with a margin growth of 16pp (17pp at constant
62.4% in 2017.                                                         currencies).
   The SAP Business Network segment increased its cloud             segment revenue increased by 17% (19% at constant currencies) to
subscriptions and support gross margin again in 2017, by 1pp to     €2,261 million. As a result, the SAP Business Network segment
77%. The segment's cost of revenue increased 15% in 2017 (17% at    achieved a segment gross profit of €1,536 million in 2017 (2016:
constant currencies) to €725 million (2016: €632 million). The      €1,293 million), an increase of 19% (21% at constant currencies).
                                                                                                                                        57
Customer Experience Segment
 € millions, unless otherwise stated                                                                         2017             2016           ∆ in %         ∆ in %
 (Non-IFRS)
                                                                                        Actual            Constant           Actual          Actual      Constant
                                                                                      Currency            Currency         Currency        Currency      Currency
    If applying the new Customer Experience segment structure                      increase our segment revenue by 1% (3% at constant currencies).
established in 2018 to prior years, the segment improved its growth                Cost of cloud subscription and support grew disproportionally to
in the cloud to €200 million in 2017 (€119 million in 2016). This                  our cloud subscription and support revenue leading to a drop of
represents a cloud revenue growth of 67% (70% at constant                          15pp (15pp at constant currencies) in the cloud subscription and
currencies). The positive development, however, had negative                       support gross margin. Accompanied by increased cost of sales and
consequences on our traditional software license revenue, which                    marketing this impacted negatively both our segment profit and
declined 15% (13% at constant currencies). Overall, we were able to                segment margin.
                                                                                                                                                                  58
Financial Income, Net
    Financial income in 2017 increased to €188 million (2016:
                                                                        Liquidity and Capital
−€29 million). Our finance income was €476 million in 2017 (2016:
€230 million) and our finance costs were €288 million (2016: €259
                                                                        Resources
million).                                                               Finances (IFRS)
     Finance income mainly consists of gains from disposal of equity
securities totaling €382 million in 2017 (2016: €164 million).          Overview
     Finance costs mainly consist of interest expense on financial
liabilities amounting to €89 million in 2017 (2016: €108 million) and   Global Financial Management
negative effects from derivatives amounting to €116 million (2016:          We use global centralized financial management to control liquid
€114 million). The decrease in finance costs is mainly due to lower     assets and monitor exposure to interest rates and currencies. The
average indebtedness. For more information about financing              primary aim of our financial management is to maintain liquidity in
instruments, see the 2017 Annual Report on Form 20-F, Part III,         the Group at a level that is adequate to meet our financial
Notes to the Consolidated Financial Statement, Note (17b).              obligations at all times. Most SAP companies have their liquidity
                                                                        managed centrally by the Group, so that liquid assets across the
Income Taxes                                                            Group can be consolidated, monitored, and invested in accordance
   The effective tax rate in 2017 was 19.5% (2016: 25.5%). The          with Group policy. High levels of liquid assets help keep SAP
year-over-year decrease in the effective tax rate mainly resulted       flexible, sound, and independent. In addition, various credit
from one-time tax benefits relating to an intra-group transfer of       facilities are currently available for additional liquidity, if required.
intellectual property rights to SAP SE and the U.S. tax reform which    For more information about these facilities, see the Credit Facilities
were partly compensated by valuation allowances on deferred tax         section.
assets and changes in the regional allocation of income. For more           We manage credit, liquidity, interest rate, equity price, and
information about income taxes, see the 2017 Annual Report on           foreign exchange rate risks on a Group-wide basis. We use selected
Form 20-F, Part III, Notes to the Consolidated Financial Statement,     derivatives exclusively for this purpose and not for speculation,
Note (10).                                                              which is defined as entering into a derivative instrument for which
                                                                        we do not have corresponding underlying transactions. The rules
                                                                        for the use of derivatives and other rules and processes concerning
Foreign Currency Exchange                                               the management of financial risks are documented in our treasury
                                                                        guideline, which applies globally to all companies in the Group. For
Rate Exposure                                                           more information about the management of each financial risk and
                                                                        about our risk exposure, see the Notes to the Consolidated
   Although our reporting currency is the euro, a significant portion   Financial Statements, Notes (F.1) and (F.2).
of our business is conducted in currencies other than the euro.
Since the Group’s entities usually conduct their business in their      Liquidity Management
respective functional currencies, our risk of exchange rate                 Our primary source of cash, cash equivalents, and current
fluctuations from ongoing ordinary operations is not considered         investments is funds generated from our business operations. Over
significant. However, occasionally we generate foreign-currency-        the past several years, our principal use of cash has been to
denominated receivables, payables, and other monetary items by          support operations and our capital expenditure requirements
transacting in a currency other than the functional currency; to        resulting from our growth, to quickly repay financial debt, to
mitigate the extent of the associated foreign currency exchange         acquire businesses, to pay dividends on our shares, and to buy
rate risk, the majority of these transactions are hedged as             back SAP shares on the open market. On December 31, 2018, our
described in Note (F.1) to our Consolidated Financial Statements.       cash, cash equivalents, and current investments were primarily
Also see Note (F.1) for additional information on foreign currencies.   held in euros and U.S. dollars. We generally invest only in the
   Approximately 72% of our total revenue in 2018 (2017: 72%)           financial assets of issuers or funds with a minimum credit rating of
was attributable to operations in non-euro participating countries.     BBB, and pursue a policy of cautious investment characterized by
We translated that revenue into euros for financial reporting           wide portfolio diversification with a variety of counterparties,
purposes. Fluctuations in the exchange value of the euro had an         predominantly short-term investments, and standard investment
unfavorable impact of €1,219 million on our total revenue for 2018,     instruments. Investments in financial assets of issuers with a credit
an unfavorable impact of €301 million on our total revenue for 2017     rating lower than BBB were not material in 2018.
and an unfavorable impact of €164 million on our total revenue for          We believe that our liquid assets combined with our undrawn
2016.                                                                   credit facilities are sufficient to meet our operating financing needs
   The impact of foreign currency exchange rate fluctuations            in 2019 and, together with expected cash flows from operations,
discussed in the preceding paragraph is calculated by translating       will support debt repayments and our currently planned capital
current period figures in local currency to euros at the monthly        expenditure requirements over the near term and medium term. It
average exchange rate for the corresponding month in the prior          may also be necessary to enter into financing transactions when
year. Our revenue analysis, included within the “Operating Results”     additional funds are required that cannot be wholly sourced from
section of Item 5, discusses at times the effect of currency            free cash flow (for example, to finance large acquisitions).
movements which are calculated in the same manner.                          To expand our business, we have made acquisitions of
                                                                        businesses, products, and technologies. Depending on our future
                                                                                                                                              59
cash position and future market conditions, we might issue                We seek to maintain a capital structure that will allow us to cover
additional debt instruments to fund acquisitions, maintain financial      our funding requirements through the capital markets at
flexibility, and limit repayment risk. Therefore, we continuously         reasonable conditions, and in so doing, ensure a high level of
monitor funding options available in the capital markets and trends       independence, confidence, and financial flexibility.
in the availability of funds, as well as the cost of such funding. In        For more information about the capital structure and its
recent years, we were able to repay additional debt within a short        analysis, see the Analysis of Consolidated Statement of Financial
period of time due to our persistently strong free cash flow. For         Position section and the Notes to the Consolidated Financial
more information about the financial debt, see the Cash Flows and         Statements, Note (E.1).
Liquidity section.                                                        The long-term credit rating for SAP SE is “A2” by Moody’s and “A”
                                                                          by Standard & Poor’s, both with a stable outlook.
Capital Structure Management
                                                                             Aside from our dividend policy, we might return excess liquidity
   The primary objective of our capital structure management is to        to our shareholders by potentially repurchasing treasury shares in
maintain a strong financial profile for investor, creditor, and           future.
customer confidence, and to support the growth of our business.
Financial Debts
   Financial debt is defined as the nominal volume of bank loans, private placements, and bonds.
€ millions
Variable Fixed
               1,415
                 12
                                        1,288                                                                                         1,250
                                                                1,132
                                                                                                   1,087
                                                   1,000                                                      1,000
    796                                                                     862
     38
               1,403                    1,094
                            500                                 1,045                     500                             500         1,250
                                                                            600                    1,087
                             -                      1,000                                                     1,000
    759
                            500                                                           500                             500
                                        194                                 262
                                                      -          87                        -         -          -           -           -
   2019        2020        2021        2022        2023        2024        2025           2026     2027      2028        2030        2031
                                                                                                                                              60
    Nominal volume of financial debt on December 31, 2018,               outflows for acquisitions, dividend payments, capital expenditures,
included amounts in euros (€10,050 million) and U.S. dollars             and repayments of borrowings.
(€1,273 million). Approximately 30% of the financial debt was held          For information about the impact of cash, cash equivalents,
at variable interest rates, partially swapped from fixed into variable   current investments, and our financial liabilities on our income
using interest rate swaps.                                               statements, see the analysis of our financial income, net, in the
    We intend to repay €750 million in Eurobonds in November             Operating Results (IFRS) section.
2019. In addition, we might repay portions of the Qualtrics related
€2.5 billion acquisition term loan, and plan to repay the first
tranches of a €50 million promotional loan with KfW.                     Development of Group Liquidity
                  Bonds                                        10,262
                                                                                     Capital Expenditure            1,458
   For more information about our financial debt, see the Notes to            Proceeds from Borrowings                         6,368
the Consolidated Financial Statements, Note (E.3).
                                                                                                   Other                       59
Group Liquidity
€ millions                                 2018       2017          ∆
                                                                                                                                          61
Analysis of Consolidated Statements of Cash Flows
                                                              Years ended December 31,
                                                                                                                 ∆ in %                 ∆ in %
€ millions                                                   2017           2016           2015           2017 vs. 2016          2016 vs. 2015
Net cash flows from operating activities                    5,045          4,628           3,638                      9                     27
Net cash flows from investing activities                    –1,112        –1,799           –334                    –38                   >100
Net cash flows from financing activities                  –3,406          –2,705         –3,356                      26                   –19
Analysis of Consolidated Statements of Cash                             2017. For more information about current and planned capital
Flows: 2017 compared to 2016                                            expenditures, see the Investment Goals section.
                                                                            Net cash outflows from financing activities were €3,406 million
    In 2018, cash inflows from operating activities decreased by
€743 million to €4,303 million (2017: €5,045 million). This is          in 2017, compared to €2,705 million in 2016. The 2017 cash
particularly due to an increase in income tax payments, higher          outflows resulted from repayments of €1,000 million in Eurobonds
                                                                        and US$442.5 million in U.S. private placements when they
insurance payments related to employees’ time credits compared
to the prior year, and higher share-based payments (€1.0 billion in     matured. Cash outflows in 2016 resulted from repayments of a
2018 and €0.8 billion in 2017). Our days sales outstanding (DSO) for    €1,250 million bank loan that we had taken to finance the Concur
                                                                        acquisition. The repayment was partly refinanced through the
receivables, defined as the average number of days from the raised
invoice to cash receipt from the customer, remained stable in 2018      issuance of a €400 million Eurobond. We also repaid a
at 70 days (2017: 70 days).                                             US$600 million U.S. private placement in 2016.
                                                                            The dividend payment of €1,499 million made in 2017 exceeded
    Cash outflows from investing activities were €3,066 million in
2018 (2017: €1,112 million). We paid a total of €2,140 million for      the amount of €1,378 million from the prior year, as a result of the
acquisitions, mainly Callidus, in 2018, compared to €291 million in     increased dividend paid per share from €1.15 to €1.25. In 2017, we
                                                                        repurchased shares in the amount of €500 million (2016: €0).
2017. Capital expenditures on purchases of intangible assets and
property, plant, and equipment increased by €183 million to
                                                                        Credit Facilities
€1,458 million in 2018. For more information about current and
                                                                            Other sources of capital are available to us through various credit
planned capital expenditures, see the Investment Goals section.
    Net cash inflows from financing activities were €3,283 million in   facilities, if required.
2018, compared to cash outflows of €3,406 million in 2017. In 2018,         To retain high financial flexibility, on November 20, 2017, SAP SE
                                                                        entered into a €2.5 billion syndicated revolving credit facility
we issued €6,000 million in Eurobonds financing the acquisition of
Callidus and Qualtrics, and a US$300 million USD bond. The cash         agreement with an initial term of five years plus two one-year
outflows resulted from repayments of €1,150 million in Eurobonds        extension options, of which one was exercised in November 2018. It
                                                                        replaced the previous credit facility of €2.0 billion from 2013 and
and US$150 million in U.S. private placements when they matured.
Cash outflows in 2017 resulted from repayments of €1,000 million        may be used for general corporate purposes. A possible future
in Eurobonds and US$442.5 million in U.S. private placements when       utilization is not subject to any financial covenants. Borrowings
                                                                        under the facility bear interest of EURIBOR or LIBOR for the
they matured.
    The dividend payment of €1,671 million made in 2018 exceeded        respective currency plus a margin of 0.17%. We are also required to
the amount of €1,499 million from the prior year, as a result of the    pay a commitment fee of 0.0595% per annum on the unused
                                                                        available credit. So far, we have not used, and do not currently
increased dividend paid per share from €1.25 to €1.40. In 2017, we
repurchased shares in the amount of €500 million (2018:                 foresee any need to use, this credit facility.
€0).Analysis of Consolidated Statements of Cash Flows: 2017                 As at December 31, 2018, SAP SE had additional available credit
                                                                        facilities totaling €424 million. Several of our subsidiaries have
Compared to 2016
    In 2017, cash inflows from operating activities increased by        credit facilities available that allow them to borrow funds at
€417 million to €5,045 million (2016: €4,628 million). This result is   prevailing interest rates. As at December 31, 2018, approximately
                                                                        €21 million was available through such arrangements. There were
due to a €145 million decrease in income tax payments compared to
the prior year and improved working capital management, which           immaterial borrowings outstanding under these credit facilities from
can be shown in decreased days’ sales outstanding (DSO) for             our foreign subsidiaries as at December 31, 2018.
                                                                            On November 12, 2018, SAP entered into a €7.0 billion credit
receivables, defined as the average number of days from the raised
invoice to cash receipt from the customer, which went down four         facility agreement to finance the intended acquisition of Qualtrics.
days in 2017 to 70 days (2016: 74 days).                                On December 10, 2018, we issued five tranches of Eurobonds with a
                                                                        total volume of €4.5 billion and maturities between two and 12.25
    Cash outflows from investment activities were €1,112 million in
2017 (2016: €1,799 million). The decrease was caused by net cash        years to refinance the intended acquisition early. The funds were
inflows from sales and purchases of equity or debt instruments of       used to cancel the credit facility accordingly, therefore resulting in
                                                                        €2.5 billion still available to SAP on December 31, 2018. The facility
other entities, totaling €358 million in 2017 compared to a net cash
outflow €756 million in 2016. Cash outflows from the purchases of       was fully drawn on January 23, 2019, and can be flexibly repaid
intangible assets and property, plant, and equipment increased by       within its lifetime of three years.
€274 million to €1,275 million in 2017, while cash outflows from
business combinations increased by €185 million to €291 million in
                                                                                                                                            62
Off-Balance Sheet                                                                              Contractual Obligations
Arrangements                                                                                   The table below presents our on- and off-balance sheet contractual
                                                                                               obligations as of December 31, 2018:
   Several SAP entities have entered into operating leases for office
space, hardware, cars and certain other equipment. These
arrangements are sometimes referred to as a form of off-balance
sheet financing. Rental expenses under these operating leases are
set forth below under “Contractual Obligations.” We do not believe
we have forms of material off-balance sheet arrangements that
would require disclosure other than those already disclosed.
€ millions Total Less than 1 year 1-3 years 3-5 years More than 5 years
                                                                                                                                                                                 63
   We expect to meet these contractual obligations with our               The accounting policies that most frequently require us to
existing cash, our cash flows from operations and our financing       make judgments, estimates, and assumptions, and therefore are
activities. The timing of payments for the above contractual          critical to understanding our results of operations, include the
obligations is based on payment schedules for those obligations       following:
where set payments exist. For other obligations with no set           – revenue recognition;
payment schedules, estimates for the most likely timing of cash       – valuation of trade receivables;
payments have been made. The ultimate timing of these future          – accounting for share-based payments;
cash flows may differ from these estimates.                           – accounting for income taxes;
                                                                      – accounting for business combinations;
Obligations under Indemnifications and                                – accounting for goodwill;
Guarantees                                                            – accounting for intangible assets (including recognition of
                                                                          internally generated intangible assets from development) and
    Our software license agreements and our cloud subscription
                                                                      – accounting for legal contingencies.
agreements generally include certain provisions for indemnifying
                                                                          Our management periodically discusses these critical
customers against liabilities if our software products infringe a
                                                                      accounting policies with the Audit Committee of the Supervisory
third party’s intellectual property rights. In addition, we
                                                                      Board. See Note (IN.1) to our Consolidated Financial Statements
occasionally provide function or performance guarantees in
                                                                      for further discussion on our critical accounting estimates and
routine consulting contracts and development arrangements. We
                                                                      critical accounting policies.
also generally provide a six to twelve month warranty on our
software. Our warranty liability is included in other provisions.
For more information on other provisions see Notes (A.4), (B.5),
and (B.6) to our Consolidated Financial Statements. For more          New Accounting
information on obligations and contingent liabilities refer to
Notes (A.4), (D.5), (D.7), (G.3), and (G.4) in our Consolidated       Standards not yet
Financial Statements.
                                                                      Adopted
                                                                         See Note (IN.1) to our Consolidated Financial Statements for
Research and                                                          our discussion on new accounting standards not yet adopted.
Development
    For information on our R&D activities see “Item 4. Information    Expected Developments
about SAP — Products, Research & Development, and Services.”
For information on our R&D costs see “Item 5. Operating and           Future Trends in the Global Economy
Financial Review and Prospects — Operating Results (IFRS)” and            The European Central Bank (ECB) expects global economic
for information related to our R&D employees see “Item 6.             activity to decelerate in 2019 but remain steady through 2021,
Directors, Senior Management and Employees — Employees.”              growing at rates below those before the 2007–2008 financial
                                                                      crisis. That is the essence of the ECB’s December 2018
                                                                      Economic Bulletin.1 Advanced economies could continue to
Critical Accounting                                                   benefit from accommodative monetary policies and supportive
                                                                      financial conditions, though waning, for several more years.
Estimates                                                             Tightening financial conditions in emerging markets, however,
                                                                      might more negatively affect global activity than thus far.
    Our Consolidated Financial Statements are prepared based          Nevertheless, the ECB expects those emerging economies
on the accounting policies described in the corresponding Note        affected by the 2018 financial market turbulences to recover in
or note (IN.1) Basis for Preparation to our Consolidated Financial    2019.
Statements in this report. The application of such policies               Regarding the Europe, Middle East, and Africa (EMEA) region,
requires management to make judgments, estimates and                  the ECB has revised its previous outlooks for GDP growth in the
assumptions that affect the application of policies and the           euro area slightly downwards. Geopolitical factors, the threat of
reported amounts of assets, liabilities, revenues and expenses in     protectionism, and financial market volatility might weigh on
our Consolidated Financial Statements. We base our judgments,         economic activity there. However, the near-term outlook for the
estimates and assumptions on historical and forecast                  euro area will depend largely on the eventual modus operandi of
information, as well as regional and industry economic conditions     Great Britain’s withdrawal from the European Union. In central
in which we or our customers operate, changes to which could          and eastern European countries, the ECB projects a robust GDP
adversely affect our estimates. Although we believe we have           growth in the near term, supported by strong investment, solid
made reasonable estimates about the ultimate resolution of the        consumer spending and improvements in the labor market, but
underlying uncertainties, no assurance can be given that the final    decelerating activity over the medium term. In Russia, economic
outcome of these matters will be consistent with what is              recovery might continue in 2019, supported by improving
reflected in our assets, liabilities, revenues and expenses. Actual   domestic demand but will strongly depend on how the oil price
results could differ from original estimates.                         develops.
                                                                                                                                     64
   As for the Americas region, the ECB expects the United States                   The IT Market:
to provide a sizeable fiscal stimulus in 2019, including lower taxes
and increased expenditure, leading to a resilient economic
                                                                                   Outlook for 2019 and Beyond
activity that year, but slackening thereafter. In addition,                            The pace and volume of digital innovation will radically
intensifying trade tensions between the United States and China                    accelerate in the next three to five years, embracing all
are likely to affect confidence and investment negatively.                         technologies as well as enterprises of all sizes. That is what the
According to the ECB, economic activity in Brazil might                            U.S.-based market research firm International Data Corporation
accelerate in 2019 due to labor market improvements and                            (IDC) reports in its most recent publications.2) According to IDC,
continuing monetary accommodation.                                                 by 2022 more than 60% of global GDP could be digitized, and IT-
   In the Asia Pacific Japan (APJ) region, the ECB projects                        related spending from 2019–2022 might amount to as much as
Japanese economic activity to rebound in the near term,                            US$7 trillion. Organizations will no longer digitize single aspects
benefitting from an accommodative monetary policy. However,                        of their business, but create “digital native” IT environments.
the pace of economic expansion in Japan is likely to decelerate                        IDC predicts that one of the major markets will be the
again thereafter, due to increasing capacity constraints.                          worldwide Internet of Things (IoT) market, growing at an average
Regarding China, the ECB emphasizes the strong impact from                         of 13.6% per year and reaching US$1.19 trillion in 2022, 48.2% of
trade tensions between China and the United States.                                which in the APJ region5). At the same time, the proportion spent
Furthermore, the Chinese housing market might slow, so that                        on devices will shrink and give way to spending on the IoT
over the medium term, the ECB expects the pace of expansion in                     platform, analytics and application software, and ongoing
China to moderate gradually, resulting in an orderly slowdown                      services. By 2022, software will represent the largest proportion
and rebalancing of the Chinese economy.                                            of spend at 25.1%, projects IDC.
   As for rates of growth, the International Monetary Fund (IMF)                       Furthermore, blockchain will be another growing technology
projects the following economic trends for the mid-term horizon                    over the next years, says IDC.3) It estimates that by 2021, nearly a
until the end of 2019:                                                             third of all manufacturers and retailers globally will be using
                                                                                   blockchain technology to build digital trust and establish
                                                                                   prominent in-industry value chains, thus reducing transaction
Economic Trends                                                                    costs by 35%.
GDP Growth Year Over Year                                                              However, one of the most important growth markets over the
                                                                                   coming years will be artificial intelligence (AI) technologies and
 %                                                2017       2018p       2019p
                                                                                   solutions. According to IDC, corporate investment in AI solutions
 World                                              3.7         3.7          3.7   might grow at an average of 46.2% per year and reach more than
 Advanced economies                                 2.3         2.4          2.1   US$52 billion by 2021. By 2020, 80% of enterprises could
                                                                                   already be making their data accessible to AI solutions from
 Developing and emerging economies                  4.7         4.7          4.7   everywhere in the business ecosystem.
 Europe, Middle East, and Africa (EMEA)
                                                                                       Extending AI solutions further to the “edge” will strengthen
                                                                                   enterprises’ competitiveness and create new sources of revenue,
 Euro area                                          2.4         2.0          1.9   says IDC. By 2022, over 40% of organizations’ cloud
 Germany                                            2.5         1.9          1.9   infrastructure could include edge locations centered on an
                                                                                   “intelligent core.” AI could then reach 25% of endpoint devices
 Emerging and developing Europe                     6.0         3.8         2.0
                                                                                   and systems, such as handheld terminals, mobile phones,
 Middle East, North Africa, Afghanistan,                                           wearables, switches, drones, TVs, planes, surveillance cameras,
                                                    2.2         2.4          2.7
 and Pakistan
                                                                                   self-driving vehicles, and smart buildings.2)
 Sub-Saharan Africa                                 2.7          3.1        3.8
 Americas                                                                          Sources:
                                                                                   1)
                                                                                     European Central Bank, Economic Bulletin, Issue 8/2018, Publication Date:
 United States                                      2.2         2.9         2.5
                                                                                   December 27, 2018
 Canada                                             3.0          2.1        2.0    (https://www.ecb.europa.eu/pub/pdf/ecbu/eb201808.en.pdf)
                                                                                   2)
                                                                                    IDC FutureScape: Worldwide IT Industry 2019 Predictions, Doc
 Latin America and the Caribbean                    1.3          1.2        2.2    #US44403818, October 2018
                                                                                   3)
                                                                                    IDC FutureScape: Worldwide Digital Transformation 2019 Predictions, Doc
 Asia-Pacific Japan (APJ)
                                                                                   #US43647118, October 2018
 Japan                                              1.7          1.1        0.9    4)
                                                                                    IDC FutureScape: Worldwide Intelligent ERP 2019 Predictions, Doc
                                                                                   #US43262918, October 2018
 Emerging and developing Asia                       6.5         6.5         6.3    5)
                                                                                    IDC Market Forecast: Worldwide Internet of Things Forecast, 2018–2022,
                                                                                   September 2018
 China                                              6.9         6.6         6.2
p = projection
 Source: International Monetary Fund (IMF), World Economic Outlook October 2018,
 Challenges to Steady Growth
 (https://www.imf.org/~/media/Files/Publications/WEO/2018/October/English/main
 -report/Text.ashx?la=en), p. 14
                                                                                                                                                                 65
   As to regional rates of growth, Gartner, another U.S.-based IT            Financial Targets and Prospects
market research firm, projects the following accelerations in IT
spending for the mid-term horizon until the end of 2019:                     Revenue and Operating Profit Targets and
                                                                             Prospects (Non-IFRS)
Trends in the IT Market                                                      Outlook 2019
Accelerated IT Spending Year Over Year                                         The Company is providing the following 2019 outlook:
 Growth in %                              2017e       2018p         2019p    – Non-IFRS cloud subscriptions and support revenue is
 at constant currencies                                                        expected to be in a range of €6.7 billion to €7.0 billion at
 World
                                                                               constant currencies (2018: €5.03 billion), up 33% to 39% at
                                                                               constant currencies.
 Total IT                                   3.7          3.1           3.2   – Non-IFRS cloud and software revenue is expected to be in a
    Software                                9.7          8.5           8.5     range of €22.4 billion to €22.7 billion at constant currencies
                                                                               (2018: €20.66 billion), up 8.5% to 10% at constant
    Services                                4.1          4.5           4.7
                                                                               currencies.
 Europe, Middle East, and Africa (EMEA)                                      – Non-IFRS operating profit is expected to be in a range of
 Total IT                                   2.9          2.2           2.0     €7.7 billion to €8.0 billion at constant currencies (2018:
                                                                               €7.16 billion), up 7.5% to 11.5% at constant currencies.
    Software                                9.0          7.9           7.8
    Services                                3.7          4.2           4.5   In addition, SAP expects total revenues to increase strongly, at a
 Americas                                                                    rate slightly lower than operating profit. The cloud and software
                                                                             revenue guidance above assumes a mid-single-digit decline in
 Total IT                                   3.0          2.9           3.4
                                                                             software license revenue.
    Software                               10.1          8.4           8.4       While SAP’s full-year 2019 business outlook is at constant
                                                                             currencies, actual currency reported figures are expected to be
    Services                                4.1          4.5           4.7
                                                                             impacted by currency exchange rate fluctuations as the
 Asia-Pacific Japan (APJ)                                                    Company progresses through the year. See the table below for
 Total IT                                   5.6          4.5           4.1   the full-year 2019 expected currency impacts.
    Software                               10.0         10.2          10.1
                                                                             In percentage points                                 2019
    Services                                4.8          5.0           5.2
                                                                             Cloud subscriptions and support                  +1pp to +3pp
 e = estimate, p = projection
 Table created by SAP based on: Gartner Market Databook, 4Q18 Update,        Cloud and software                                0pp to +3pp
 #376398, Table 2-1 "Regional End-User Spending on IT Products and
                                                                             Operating profit                                 +1pp to +3pp
 Services in Constant U.S. Dollars, 2016-2022 (Millions of Dollars)".
 The Gartner Reports described herein, (the “Gartner Reports”) represent
 research opinion or viewpoints published, as part of a syndicated              We continuously strive for profit expansion in our reportable
 subscription service, by Gartner, Inc. (“Gartner”), and are not
 representations of fact. Each Gartner Report speaks as of its original
                                                                             segments. We expect the segment profit to increase in all our
 publication date (and not as of the date of this annual report) and the     reportable segments.
 opinions expressed in the Gartner Reports are subject to change without        The following table shows the estimates of the items that
 notice.
                                                                             represent the differences between our non-IFRS financial
                                                                             measures and our IFRS financial measures.
                                                                                                                                                66
vast majority of which will be recognized in the first quarter of            The midpoints of the 2020 total revenue and operating profit
2019. Due to the restructuring program we expect a cash outflow          ranges now imply an operating margin of 30.3%. Beyond 2020,
of about €550 million to €750 million in 2019. For 2020, we              SAP currently expects further increases of our operating margin.
predict a lower cash flow impact from restructuring. Excluding               We expect the share of more predictable revenue (defined as
restructuring expenses, the program is expected to provide a             the total of cloud subscriptions and support revenue and
minor cost benefit in 2019 and €750 million to €850 million in           software support revenue) to reach 70% to 75% in 2020 (2018:
annual cost savings as of 2020 that will fuel investments in             65%).
strategic growth areas. Although we expect roughly 4,400                     We expect that, by 2020, our public cloud offerings will
employees to leave SAP under the restructuring program, we               contribute slightly more than half of cloud subscription and
continue to invest in key strategic growth areas. In 2019, we            support revenue, followed by our business network offerings at
expect our headcount to increase at a similar pace as in 2018 to         slightly less than 40%. Both offerings are expected to each
reach more than 100,000 by the end of 2019. The expected cost            generate, in 2020, cloud subscriptions and support revenues
savings and reinvestment are fully reflected in SAP’s financial          that are significantly higher than the cloud subscriptions and
outlook and ambitions.                                                   support revenue generated from our private cloud offerings.
    The Company expects a full-year 2019 effective tax rate                  We expect our revenue growth trajectory through 2020 to be
(IFRS) of 26.5% to 27.5% (2018: 27.0%) and an effective tax rate         driven by continued strong growth in the cloud and continued
(non-IFRS) of 26.0% to 27.0% (2018: 26.3%).                              growth in our software support revenue. We expect mid-single-
                                                                         digit declines in software revenue. This is all expected to result in
Impact of the New Accounting Standard IFRS 16
                                                                         high single-digit growth in cloud and software revenue through
“Leases”
                                                                         2020.
    As of January 1, 2019, SAP adopted the new IFRS standard on              We also strive to significantly improve, over the next few
lease accounting (IFRS 16 “Leases”). SAP’s profit, assets, and           years, the profitability of our cloud business. In 2019, we expect
liabilities, and cash flows in 2019 will be impacted by the new          to see the benefits from previous efficiency-based investments,
policies. The actual impact of IFRS 16 on our profits depends not        and thus an increasing cloud gross margin. We expect these
only on the lease agreements in effect at the time of adoption but       profitability improvements to accelerate in the following years.
also on new lease agreements entered into or terminated in                   We expect that the individual gross margins of our different
2019. For more information about the adoption of IFRS 16 and an          cloud operating models will increase at different rates over the
estimation of the impact on SAP’s income statement, statement            next years to reach the following mid-term targets.
of financial position, and cash flow statement, see the Notes to             We expect that, in 2020, the gross margin from our business
the Consolidated Financial Statements, Note (IN.1).                      network offerings will be higher than 80% (2018: 78%).
Proposed Dividend                                                            We expect that, in 2020, the gross margin from our public
                                                                         cloud offerings will reach approximately 70% (2018: 60%), and
   In 2019, we intend to pay a dividend totaling 40% or more of
                                                                         to expand to about 80% over the course of the two years
the prior year’s profit after tax. This results in a dividend of €1.50
                                                                         thereafter.
per share (subject to shareholder approval at the Annual General
                                                                             Previously, we expected the gross margin from our private
Shareholders meeting in May 2019). For more information, see
                                                                         cloud offerings to reach about 40% by 2020 (2018: 13%). We
the Financial Performance: Review and Analysis section.
                                                                         now expect this gross margin to reach between 30% and 35%.
Medium-Term Prospects                                                        We continue to expect the cloud gross margin to be
   In this section, all numbers are based exclusively on non-IFRS        approximately 71% by 2020.
measures.                                                                    We expect the 2020 gross margin for our software licenses
   SAP expects to grow our more predictable revenue while                and support to remain at a similar level to 2018 (2018: 87%).
steadily increasing operating profit. Our strategic objectives are           In addition, we expect our 2020 services gross margin to be
focused primarily on our main financial and non-financial                slightly higher than in 2018 (2018: 23%).
objectives: growth, profitability, customer loyalty, and employee            As we look to increase our profitability through 2020, our cost
engagement.                                                              ratios (cost as a percentage of total revenue) are expected to
   Looking beyond 2019, SAP updated its 2020 ambition last               develop as follows through 2020: Research and development is
provided in July 2018. This update reflects the Company’s                expected to remain at the current level. Sales and marketing as
consistent fast growth in the cloud, strong cloud and software           well as general and administration are expected to decline
momentum, and operating profit expansion as well as the                  slightly.
Qualtrics acquisition.                                                       We also introduced a 2023 ambition. Over the next five years,
   In 2020, SAP now expects:                                             we expect to:
–    €8.6 billion to €9.1 billion in non-IFRS cloud subscriptions        –     More than triple our non-IFRS cloud subscription and
     and support revenue (previously: €8.2 billion to €8.7 billion;            support revenue (2018: €5.03 billion)
     2018: €5.03 billion)                                                –     Grow our non-IFRS total revenue to more than €35 billion
–    €28.6 billion to €29.2 billion in non-IFRS total revenue                  (2018: €24.74 billion)
     (previously: €28.0 billion to €29.0 billion; 2018:                  –     Grow our non-IFRS operating profit at a compound annual
     €24.74 billion)                                                           growth rate (CAGR) of 7.5% to 10% (2018: €7.16 billion)
–    €8.5 billion to €9.0 billion in non-IFRS operating profit           –     Approach a share of more predictable revenue of 80%.
     (unchanged; 2018: €7.16 billion)
                                                                                                                                           67
Investment Goals                                                        repay the first tranches of a €50 million promotional loan with
    Our planned investment expenditures for 2019 and 2020,              KfW.
other than from business combinations, consist primarily of the
construction activities. We expect investments from construction        Non-Financial Goals 2019 and
activities of approximately €359 million in 2019. The expansion         Ambitions for 2020
of our data centers is an important aspect of our planned                  In addition to our financial goals, we also focus on two non-
investments again for 2019. In addition, we aim to extend our           financial targets: customer loyalty and employee engagement.
office space to cover currently anticipated future growth. In              For 2019 to 2020, we aim to reach an Employee Engagement
2020, we expect investments from construction activities of             Index of between 84% and 86% (2018: 84%).
approximately €400 million. In 2019, we expect total capital               We measure customer loyalty using the Customer Net
expenditures of approximately €1.5 billion. In 2020, capital            Promoter Score (NPS). In 2019, we aim for a Customer NPS of
expenditures are expected to stay at a similar level as in 2019.        +1.0 (2018: – 5) and expect a steady increase in 2020 and
    On January 23, 2019, the acquisition of Qualtrics closed            beyond.
following satisfaction of applicable regulatory and other
approvals. We acquired 100% of the Qualtrics shares for approx.         Premises on Which Our Outlook and
US$35 per share, representing consideration transferred in cash
                                                                        Prospects Are Based
of approximately US$7.1 billion. In addition to the cash payments,
SAP will also incur liabilities and post-closing expenses relating to      In preparing our outlook and prospects, we have taken into
assumed share-based payment awards amounting to approx.                 account all events known to us at the time we prepared this
                                                                        report that could influence SAP’s business going forward. The
US$0.9 billion. On January 23, 2019, we fully drew the Qualtrics-
related €2.5 billion acquisition credit facility to partially finance   Qualtrics acquisition is reflected in our outlook and prospects.
the purchase price payment. The facility has a lifetime of three
years and can be flexibly repaid with SAP’s free cash flow or
further refinancing transactions on the capital markets.
    Qualtrics will be reflected in our Customer Experience
segment, which we are renaming upon the Qualtrics acquisition
to Customer and Experience Management.
    Other than that, we do not expect major acquisitions in 2019
and 2020. Our priority is to pay down debts resulting from the
Qualtrics acquisition first. Therefore, we will rather focus on
organic growth, complemented by minor tuck-in acquisitions.
                                                                                                                                           68
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND
EMPLOYEES
Supervisory Board
  The current members of the Supervisory Board of SAP SE, each member’s principal occupation, the year in which each was first elected
and the year in which the term of each expires, respectively, are as follows:
 Prof. Dr. h.c. mult. Hasso Plattner,                 75      Chairman of the Supervisory Board                                          2003         2019
 Chairman(1)(4)(7)(8)(11)(12)
 Margret Klein-Magar, Vice                            54      Employee, Vice President Head of SAP Alumni Relations                       2012        2019
 Chairperson(4)(7)(9)
Pekka Ala-Pietilä(1)(4)(6)(7)(8)(11) 62 Chairman of the Board of Directors, Huhtamäki Oyj 2002 2019
Panagiotis Bissiritsas(5)(6)(7)(9) 50 Employee, Support Expert, Member of Works Council SAP SE 2007 2019
Aicha Evans(3)(4)(7)(12) 49 Senior Vice President and Chief Strategy Officer, Intel Corporation 2017 2019
Diane Greene(3)(7) 63 Chief Executive Officer, Google Cloud, Google LLC 2018 2019
 Andreas Hahn(4)(7)(9)                                48      Employee, Product Expert, IoT Standards, Member of Works Council SAP        2015        2019
                                                              SE
 Prof. Dr. Gesche Joost(2)(7)(12)                     44      Professor for Design Research and Head of the Design Research Lab,          2015        2019
                                                              University of Arts Berlin
Lars Lamadé(4)(9)(11)(12) 47 Employee, Head of Sponsorships Europe and Asia 2002 2019
Christine Regitz(7)(9)(12) 53 Employee, Vice President User Experience, Chief Product Expert 2015 2019
 Dr. Friederike Rotsch(5)(6)(11)                      46      Group General Counsel and Head of Group Legal & Compliance. Merck           2018        2019
                                                              KGaA
Robert Schuschnig-Fowler(6)(9)(12) 59 Employee, Account Manager, Senior Support Consultant 2015 2019
Dr. Sebastian Sick(4)(6)(9)(11) 46 Head of Company Law Unit, Hans Boeckler Foundation 2015 2019
 Pierre Thiollet(7)(9)                                57      Employee, Webmaster, Member of the SAP France Works Council,                2015        2019
                                                              Secretary of CHSCT (Hygiene, Security and Work Conditions Committee)
                                                                                                                                                         69
    For detailed information on the Supervisory Board committees                 corporate affairs, corporate audit and global marketing. He
and their tasks, including the Audit Committee and the General and               represents SAP as a member of the European Roundtable of Chief
Compensation Committee, please refer to “Item 10 Additional                      Executive Officers, the U.S. Business Council and the World
Information — Corporate Governance.”                                             Economic Forum. Prior to joining SAP, he served as a global
    Pursuant to the Articles of Incorporation of SAP SE and the                  executive in several technology companies.
Agreement on the Involvement of Employees in SAP SE, members                         Robert Enslin, 56 years old, holds diplomas in data science as
of the Supervisory Board of SAP SE consist of nine representatives               well as computer science and data management. He joined SAP in
of the shareholders and nine representatives of the European                     1992 and became a member of the Executive Board in May 2014. He
employees. The current nine employees’ representatives were                      is president of Cloud Business Group and as such responsible for
appointed by the SAP SE Works Council Europe on May 6, 2015.                     the ‘SAP Business Network’ segment (which includes SAP Concur,
    Certain current members of the Supervisory Board of SAP SE                   SAP Ariba, and SAP Fieldglass), for the ‘Customer and Experience
were members of supervisory boards and comparable governing                      Management’ segment (which includes Customer Experience and
bodies of enterprises other than SAP SE in Germany and other                     Qualtrics) and for the development and delivery of SAP
countries as of December 31, 2018. See Note (G.5) to our                         SuccessFactors solutions as part of the ‘Applications, Technology &
Consolidated Financial Statements for more detail. Apart from                    Services’ segment. Before joining SAP, Robert Enslin spent 11 years
pension obligations for employees, SAP SE has not entered into                   in various roles in the IT industry.
contracts with any member of the Supervisory Board that provide                      Adaire Fox-Martin, 54 years old, is a graduate of Trinity College
for benefits upon a termination of the employment or service of the              in Ireland. She joined SAP in 2008 and became a member of the
member.                                                                          Executive Board in 2017. Together with Jennifer Morgan she is
                                                                                 jointly responsible for Global Customer Operations and leads SAP’s
Executive Board                                                                  customer operations in EMEA (Europe, Middle East, Africa), MEE
   The current members of the Executive Board, the year in which                 (Middle & Eastern Europe) and Greater China. Prior to SAP, Adaire
each member was first appointed and the year in which the term of                Fox-Martin served as the head of Public Sector for Asia Pacific
each expires, respectively, are as follows:                                      Japan at Oracle Corporation.
                                                                                     Christian Klein, 38 years old, holds a diploma in international
     Name1)                                          Year First          Year    business administration from the University of Cooperative
                                                     Appointed        Current    Education in Mannheim, Germany. He joined SAP in 1999 and
                                                                        Term     became a member of the Executive Board in 2018. Christian is Chief
                                                                      Expires
                                                                                 Operating Officer (COO) of SAP and leads the board area Intelligent
     Bill McDermott, CEO                                  2008           2021
                                                                                 Enterprise Group. He is responsible for global development and
     Robert Enslin                                         2014          2021    delivery of SAP’s core applications, global business operations, IT
                                                                                 services, and cloud infrastructure.
     Adaire Fox-Martin                                     2017          2020        Michael Kleinemeier, 62 years old, holds a degree in commercial
                                                                                 management from the University of Paderborn, Germany. He first
     Christian Klein                                       2018          2020
                                                                                 joined SAP in 1989 and became a member of the Executive Board in
     Michael Kleinemeier                                   2015          2020    November 2015. He-leads the SAP Digital Business Services
                                                                                 organization including global services delivery and regional field
     Jennifer Morgan                                       2017          2020    services.
     Luka Mucic                                            2014          2021
                                                                                     Jennifer Morgan, 47 years old, is a graduate of James Madison
                                                                                 University in Harrisonburg, Virginia, United States. She joined SAP
     Jürgen Müller                                         2019          2021    in 2004 and became a member of the Executive Board in 2017.
                                                                                 Together with Adaire Fox-Martin she is jointly responsible for Global
     Stefan Ries                                           2016          2024
                                                                                 Customer Operations and leads SAP’s customer operations in the
1)
 On February 20, 2019, Bernd Leukert and the Supervisory Board mutually agreed   Americas and Asia Pacific Japan. Prior to SAP, Jennifer Morgan
that Bernd Leukert will depart SAP, and that his membership on the Executive     served in various management roles at Siebel Systems and
Board ended effective as of that day.
                                                                                 Accenture.
                                                                                     Luka Mucic, 47 years old, holds a master’s degree in law from
    A description of the management responsibilities and
                                                                                 the University of Heidelberg, Germany, and a joint executive MBA
backgrounds of the current members of the Executive Board are as
                                                                                 from ESSEC, France, and Mannheim Business School, Germany. He
follows:
                                                                                 joined SAP in 1996 and became Chief Financial Officer (CFO), and a
                                                                                 member of the Executive Board in July 2014. He is responsible for
   Bill McDermott, CEO (Vorstandssprecher), 57 years old, holds a
                                                                                 finance and administration including investor relations, data
master’s degree in business administration from Northwestern
                                                                                 protection and privacy, and global security.
University-Kellogg School of Management. He joined SAP in 2002
                                                                                     Jürgen Müller, 36 years old, holds a PhD in business informatics
and became a member of its Executive Board on July 1, 2008. On
                                                                                 from the Hasso Plattner Institute (HPI) for Software Engineering,
February 7, 2010 he became Co-CEO alongside Jim Hagemann
                                                                                 University of Potsdam, Germany. He joined SAP in 2013 and
Snabe and when Jim Hagemann Snabe concluded his role as Co-
                                                                                 became a member of the Executive Board in 2019. Jürgen is Chief
CEO in May 2014, Bill McDermott became sole CEO. Besides his
                                                                                 Technology Officer (CTO) of SAP and leads the board area
duties as CEO, he is responsible for strategy, governance, digital
                                                                                 Technology and Innovation. He is responsible for the technology and
government, business development, corporate development, global
                                                                                                                                                   70
innovation strategy, SAP HANA, SAP Cloud Platform, SAP
Leonardo, and SAP Analytics. Before joining SAP, Jürgen was co-
representative of Hasso Plattner’s research chair at HPI.
    Stefan Ries, 52 years old, holds a master’s degree in economics
from the University of Constance, Germany. He first joined SAP in
2002 and became a member of the Executive Board in April 2016.
He is Chief Human Resources Officer with global responsibility for
Human Resources including HR strategy, business transformation,
leadership development, and talent development. He also serves as
Labor Relations Director.
    The members of the Executive Board of SAP SE as of December
31, 2018 that are members on other supervisory boards and
comparable governing bodies of enterprises, other than SAP, in
Germany and other countries, are set forth in Note (G.5) to our
Consolidated Financial Statements. SAP SE has not entered into
contracts with any member of the Executive Board that provide for
benefits upon a termination of the employment of service of the
member, apart from pensions, benefits payable in the event of an
early termination of service, and abstention compensation for the
postcontractual noncompete period.
    To our knowledge, there are no family relationships among any of
the Supervisory Board and Executive Board members.
                                                                       71
Compensation Report
                                                                              fixed compensation element and the two performance-based
Compensation for Executive and                                                elements. This target compensation is benchmarked based on
Supervisory Board Members                                                     SAP’s global strategy, market position, business performance and
                                                                              future prospects of economy, and the compensation paid at
   This compensation report describes the compensation system,
                                                                              comparable national and international companies. The Supervisory
outlines the criteria that apply to the compensation for Executive
                                                                              Board also considers the compensation systems applicable for the
Board and Supervisory Board members for the year 2018, and
                                                                              rest of the Company, comparing Executive Board pay with the pay
discloses the amount of compensation.
                                                                              of SAP executives and non-executive SAP employees. The
                                                                              performance-based elements each correspond to a target
Compensation for Executive Board
                                                                              achievement of 100% of all KPIs. The Supervisory Board reviews,
Members                                                                       assesses, and if appropriate, revises these compensation targets,
                                                                              in its first meeting of each fiscal year (February 21, 2018, for 2018).
Compensation System for 2018                                                  The Supervisory Board is of the opinion that this approach ensures
    The compensation for Executive Board members is intended to               that the compensation is appropriate.
reflect the demanding role of Executive Board members leading a                   The compensation system is designed to support the growth in
global company in a quickly evolving sector. The compensation                 value for the Company over the long term. The long-term incentive
level is aimed to be competitive to support SAP in the worldwide              element therefore has significant weighting, making up more than
market for highly skilled executives, especially in the context of the        two-thirds of the CEO’s compensation target, and more than 50%
software industry. It is our goal that our Executive Board                    of each Executive Board member’s compensation target.
compensation provides sustainable incentive for committed,                        In the case of any extraordinary, unforeseeable events, the
successful work in a dynamic business environment.                            Supervisory Board is entitled, at its reasonable discretion, to adjust
    The Supervisory Board – supported by its General and                      the performance-based compensation before payout upwards or
Compensation Committee – determines the compensation for                      downwards in the interest of SAP. No corrections to the payout
each Executive Board member based on their individual role and                amounts paid in May 2018 were made.
performance in its first regular meeting of each fiscal year. As                  The individual elements of SAP’s Executive Board compensation
pictured below, the compensation contains performance-based                   are described in more detail below.
elements and non-performance-based elements:
                                                                              Non-Performance-Based Compensation
  Compensation                                                                Fixed Compensation
                                                                                  The fixed compensation is paid monthly in 12 equal installments
           Non-performance-based compensation                                 in the Executive Board member’s home currency1).
                  STI
                  Short-term incentive
                  LTI
                  Long-term incentive
                                                                                                                                                       72
Performance-Based Compensation                                          (“Retention”), and to reward them for a long-term SAP share price
                                                                        performance (“Performance”) as compared to its main peer group
Short-Term Incentive
                                                                        (Peer Group).
                                                                            The LTI 2016 plan came into effect on January 1, 2016. It is a
                                                                        virtual share program with a term of four years per tranche.
 Financial targets (KPIs 2018)                                              Under the plan, a new LTI tranche is granted annually. Each
 100%                                                                   grant starts with determining a grant amount in euros. This grant
                                                                        amount is based on the Executive Board members’ contractual LTI
                                                                        target amount and the operating profit target achievement (non-
 40%         New cloud bookings
                                                                        IFRS, at constant currency) for the previous year. Taking this target
             (at constant currency)
                                                                        achievement into account, the grant amount can be adjusted
 35%         Cloud and software revenue growth                          upwards or downwards in the range of 80% to 120% of the
             (non-IFRS, at constant currency)
                                                                        contractual LTI target amount. The 2017 operating profit target
 25%         Operating margin increase                                  achievement was 95.4%. Considering this, the Supervisory Board
             (non-IFRS, at constant currency)                           set the grant amount of the 2018 tranche at 95.4% of the
                                                                        contractual LTI target amount.
                                                                            This grant amount is converted into virtual shares (Share Units),
 Target achievement                                                     so that Executive Board members participate in further share price
                                                                        developments. The grant price is the arithmetic mean of the XETRA
 0% if weighted achievement is below a 75% hurdle
                                                                        closing prices of SAP stock on the 20 trading days following
        0%                              75% to 140%                     publication of SAP’s fourth-quarter results. The grant date of the
                                                                        2018 tranche was February 21, 2018.
                                                                            All Share Units granted in this way, comprising 60%
 STI compensation                                                       Performance Share Units (PSUs) and 40% Retention Share Units
                                                                        (RSUs), have a vesting period of approximately four years, during
 STI target achievement (%) x STI target amount (€)
                                                                        which the Executive Board member must actively contribute to the
                                                                        Company’s operations. The value of the Share Units varies
   The short-term, one-year performance-based compensation              positively and negatively with the performance of SAP’s share
(Short-Term Incentive (STI)) is determined based on a set of            price. At the end of the vesting period, the corresponding Share
financial targets (KPIs).                                               Units are non-forfeitable.
   For the STI 2018, the financial KPIs are: Constant currency new
cloud bookings in 2018, year-over-year growth in non-IFRS
constant currency cloud and software revenue in 2018, and non-
IFRS constant currency operating margin in 2018. The KPIs and
their respective target values are derived from SAP’s budget for
that year. For more information about financial KPIs, see the
Performance Management System section.
   If the weighted target achievement for the financial KPIs is below
75%, there is no STI payout for the financial KPIs. In this case, the
target achievement for these KPIs is set to zero.
   On February 20, 2019, the Supervisory Board assessed SAP’s
performance against the agreed targets and determined the
amount of the STI 2018 for the entire Executive Board. This
resulted in a target achievement of 93.0% (cloud and software
revenue growth of 125.8%, operating margin increase of 92.2%,
and new cloud bookings of 64.9%).
   The STI compensation for 2018 will be paid out after the Annual
General Meeting of Shareholders in May 2019. It is paid in the
Executive Board member’s home currency1). All Executive Board
members are obliged to purchase SAP shares worth at least 5% of
the actual payout amount according to appropriate trading period
regulations. These shares are subject to a three-year holding
period.
Long-Term Incentive
   The purpose of the long-term, multi-year performance-based
compensation (Long-Term Incentive, LTI) is to reward the annual           1)
                                                                            Home currency is the currency of the Executive Board member’s primary place of
achievement of the non-IFRS constant currency operating profit, to        residence.
ensure long-term retention of our Executive Board members
                                                                                                                                                   73
LTI Grant Process                                                       PSU Calculation
                                                                         resulting in a
 Payout after four years                                                 Performance factor
 Final number of PSUs and RSUs x payout price (€)                              0%                 50% to 150%                 max. 150%
 Cap of payout price = 300% of grant price
    The payout price used for the settlement is the simple               Final number of PSUs
arithmetic mean of the XETRA closing prices of SAP stock on the          Originally granted number x performance factor (%)
20 trading days following the publication of SAP’s fourth-quarter
results subsequent to the end of the vesting period. The payout
price is capped at 300% of the grant price. The LTI tranche is paid
in euros after the Annual General Shareholders’ Meeting of the
corresponding year. Any potential foreign currency exchange rate
risk is borne by the Executive Board members themselves.
    The number of Share Units that will finally result in payments to
the Executive Board members can and will likely differ from the
number originally granted. The number of PSUs ultimately paid out
changes depending on the performance of the SAP share relative to
the Peer Group Index at the end of the vesting period. This places
more weight on SAP's performance within the industry. In contrast,
the final number of RSUs is fixed. However, both types of Share
Units may expire during the entire term of a tranche under certain
conditions (see the "LTI Forfeiture Rules” graphic below).
                                                                                                                                          74
    SAP’s share price performance is measured by comparing the               The Peer Group Index currently includes the following major
grant price against the payout price. We calculate the difference         international competitors of SAP: Microsoft, IBM, Oracle,
between SAP’s share price performance and the Peer Group Index            Salesforce, Adobe, VMWare, Workday, ServiceNow, Symantec, and
performance. In case of an increased SAP share price and an               Tableau. The Supervisory Board has defined this group based on
outperformance against the Peer Group Index, the calculated               internal and external recommendations and, if necessary, adjusts
difference is doubled to reward positive performance. The following       the group, for example, in case of a competitor’s delisting. The Peer
examples of the PSU calculation illustrate possible outcomes              Group Index is calculated as a price index based on weighted
assuming 1,000 PSUs granted:                                              market capitalization. Each Peer Group competitor is applied at a
                                                                          maximum of 15%. Consequently, the weight of smaller, more
SAP share price performs better than Peer Group Index                     volatile competitors is increased in relation to their size, resulting in
                                                                          a highly ambitious index. The index is calculated daily by Deutsche
SAP share price performance                                       +18%
                                                                          Börse Group and can be tracked under ISIN DE000A2BLEB9.
Peer Group Index performance                                      +10%
                                                                          Composition and Weighting of Peer Group Index
Difference                                      +18% – (+10%)     +8%
Difference                                       +5% – (+10%)     –5%        If an Executive Board member’s service contract is terminated
                                                                          before the end of the third year following the year in which the
Performance factor                                –5% + 100%      95%
                                                                          Share Units were granted, both the PSUs and RSUs are forfeited in
Final number of PSUs                              95% x 1,000      950    whole or in part, depending on the circumstances of the relevant
                                                                          resignation from office or termination of the service contract. In
                                                                          case PSUs and RSUs are forfeited in part, the percentage of the
 Peer Group Index performs better than SAP share price;
 low hurdle triggered                                                     forfeiture is proportional to the four-year vesting period of each
                                                                          grant. This means that 25% of the grant is earned each year of the
 SAP share price performance                                      –10%
                                                                          vesting period. Unearned grants are forfeited.
 Peer Group Index performance                                     +50%
Hurdle is 50% 0%
                                                                                                                                                     75
 LTI Forfeiture Rules
                                                                                                                                         Example Calculation1)
                                                                                                                                                       forfeited grants
      Executive Board                        Executive Board member                        PSUs and RSUs forfeit in
      Member resigns                         starts working for an SAP                     their entirety
      from office                            competitor before the end
      without cause                          of the vesting period                                                                   100%           100%            100%         100%
     Executive Board                         Executive Board member                        PSUs and RSUs forfeit on                           earned grants         forfeited grants
     Member resigns                          does not start working for                    a pro rata temporis basis
     from office                             an SAP competitor before                                                                 0%
                                                                                                                                                    25%
     without cause                           the end of the vesting                                                                                                 50%
                                                                                                                                                                                  75%
                                             period
1)
 Example calculation with four tranches (grant allocation of 100%, stable share price from grant to vest, and no consideration of performance condition);
Executive Board member’s contract terminates after year four (December 31, 2019)
2)
     For the definition, see the Early End-of-Service Undertakings section
The change from the previous RSU Milestone Plan to the LTI earned grants equalization amount forfeited grants
                                                                                                                                                                                               76
Clawback Provisions                                                       The following graphic illustrates the relation of the fixed and
    SAP has the contractual right to request that the Executive        performance-based compensation elements in the Executive Board
Board member returns any payments made from STI or LTI if it           members’ target compensation for 2018 based on € amounts, as
subsequently emerges that the payment was not justified in whole       well as the minimum and maximum possible compensation. The
or in part because targets were not achieved at all or not achieved    height of the bars is not indicative of the absolute compensation
in the scope assumed when calculating the payment amount due           amount.
on account of false information having been provided. In such case,    Compensation Scheme 2018
the Executive Board member is obliged to repay to SAP the amount
by which the payment actually made exceeds the payment amount
due on the basis of the targets actually achieved. Such
contractually agreed claim to repayment supplements the claim for                                  362%
restitution of unjustified enrichment pursuant to section 812 of the
German Civil Code (BGB).                                                                                                                  317%
                                                                                                                                                 77
   The relation between the LTI target amounts for the 2016 to                                     Amount of Compensation for 2018
2018 tranches and the theoretical payout amounts are based on                                         We present the Executive Board compensation disclosures in
SAP’s share price at year end. The 2014 tranche discloses the                                      accordance with the recommendations of the German Corporate
relation between the respective target amount and the actual                                       Governance Code (“GCGC”). Furthermore, the tables below
payout amount in May 2018. The 2015 tranche discloses the                                          provide a reconciliation statement following the requirements of
relation between the respective target amount and the payout                                       sections 314 and 315 of the German Commercial Code
amount scheduled for May 2019.                                                                     (Handelsgesetzbuch, or “HGB”) as specified in the German
Relation Between Target Amount and Payout Amount of the LTI                                        Accounting Standards (“GAS 17”). Pursuant to the
                                                                                                   recommendations of the GCGC, the value of benefits granted for
 Percentage                                   LTI 2016 Plan      RSU Milestone Plan                the year under review as well as the benefits received, that is, the
                                                                              2015
                                                                                                   amounts disbursed for the year under review, are disclosed below
                          2018          2017           2016      2015               2014           based on the reference tables recommended in the GCGC. In
                      Tranche1)     Tranche1)      Tranche1) Tranche2)           Tranche           contrast to the disclosure rules stipulated in the German HGB and
 12/31/2018              90.87             82.65        55.50        233.77          119.61        GAS 17, the GCGC includes the pension expense, that is, the service
                                                                                                   cost according to IAS 19, in the Executive Board compensation and
 12/31/2017                 NA          107.76          126.97       240.73          119.61
                                                                                                   requires the additional disclosure of the target value for the one-
 1)
  Consideration of theoretical payout amounts based on SAP’s share price at                        year variable compensation and the maximum and minimum
 year end                                                                                          compensation amounts achievable for the variable compensation
 2)
  Consideration of individual adjustment factor in addition to target achievement                  elements.
 2015 ranging between 31.62% and 37.38%
Fixed compensation 1,314.7 1,314.7 1,314.7 1,374.3 1,314.7 1,374.3 800.2 800.2 800.2 836.5 800.2 836.5
Fringe benefits2) 794.7 794.7 794.7 1,271.9 794.7 1,271.9 105.1 105.1 105.1 368.1 105.1 368.1
Total 2,109.4 2,109.4 2,109.4 2,646.2 2,109.4 2,646.2 905.3 905.3 905.3 1,204.6 905.3 1,204.6
 One-year variable           2,193.0               0      3,070.2       2,093.7        1,846.7     2,486.9       1,327.3         0     1,858.2     1,267.2       1,117.7   1,505.2
 compensation
 Multi-year variable
 compensation
Total 11,179.0 2,109.4 33,715.0 12,481.1 9,207.1 21,099.0 4,502.9 905.3 12,184.3 5,027.5 3,271.8 2,709.8
 Service cost                     568.3        568.3        568.3        686.2          568.3        686.2         235.8    235.8       235.8        194.1       235.8       194.1
 Total according to          11,747.3         2,677.7 34,283.3         13,167.3       9,775.4      21,785.2      4,738.7    1,141.1   12,420.1     5,221.6      3,507.6    2,903.9
 GCGC
                                                                                                                                                                                78
German Corporate Governance Code
€ thousands                                                      Adaire Fox-Martin                                                  Christian Klein
                                                     Member of the Executive Board                                  Member of the Executive Board
                                                                                                                                  (from 1/1/2018)
                         2018      2018      2018        2017      2018       2017       2018     2018      2018        2017       2018       2017
                                  (Min)     (Max)                                                (Min)     (Max)
Fixed compensation      700.0     700.0     700.0       466.7      700.0     466.7      700.0    700.0     700.0                  700.0
                  2)
Fringe benefits           54.6     54.6      54.6         82.4      54.6       82.4       13.1    13.1       13.1                   13.1
Total 754.6 754.6 754.6 549.1 754.6 549.1 713.1 713.1 713.1 0 713.1 0
Multi-year variable
compensation
   RSU Milestone
   Plan 2015
Total 4,009.2 754.6 11,164.4 2,984.7 1,421.1 549.1 3,632.1 713.1 9,730.4 0 713.1 0
Service cost
Total according to     4,009.2    754.6   11,164.4    2,984.7     1,421.1    549.1     3,632.1   713.1   9,730.4           0       713.1         0
GCGC
                          2018     2018      2018         2017      2018      2017       2018     2018      2018        2017       2018       2017
                                  (Min)     (Max)                                                (Min)     (Max)
Fixed compensation       700.0    700.0     700.0       700.0      700.0     700.0      700.0    700.0     700.0       700.0      700.0      700.0
                  2)
Fringe benefits            29.1    29.1       29.1        29.0       29.1      29.0       10.3    10.3       10.3        30.3       10.3      30.3
Total 729.1 729.1 729.1 729.0 729.1 729.0 710.3 710.3 710.3 730.3 710.3 730.3
One-year variable       1,125.8       0    1,576.1      1,125.8    992.9     1,175.3   1,125.8       0    1,576.1     1,125.8     992.9     1,175.3
compensation
Multi-year variable
compensation
Total 3,983.7 729.1 11,138.9 4,251.2 1,722.0 1,904.3 4,233.8 710.3 12,236.1 4,555.4 2,952.0 1,905.6
Service cost
Total according to     3,983.7    729.1   11,138.9     4,251.2    1,722.0   1,904.3    4,233.8   710.3   12,236.1     4,555.4   2,952.0    1,905.6
GCGC
                                                                                                                                                79
German Corporate Governance Code
€ thousands                                                                  Jennifer Morgan                                                                  Luka Mucic
                                                               Member of the Executive Board                                                Member of the Executive Board
                            20181)         2018       2018        20171)      20181)       20171)       2018         2018          2018         2017           2018        2017
                                          (Min)      (Max)                                                          (Min)         (Max)
Fixed compensation           634.3       634.3        634.3       430.4       634.3        430.4       700.0        700.0          700.0       700.0       700.0          700.0
                  2)
Fringe benefits              128.4        128.4       128.4        48.4        128.4        48.4         11.8            11.8        11.8        11.0           11.8        11.0
Total 762.7 762.7 762.7 478.8 762.7 478.8 711.8 711.8 711.8 711.0 711.8 711.0
One-year variable          1,052.0            0     1,472.8       674.2       594.6                   1,125.8              0      1,576.1     1,125.8          992.9     1,175.3
compensation
Multi-year variable
compensation
Total 3,943.5 762.7 11,069.2 2,833.0 1,357.3 478.8 3,966.4 711.8 11,121.6 4,233.2 2,654.2 1,886.3
                              2018         2018        2018         2017        2018         2017               2018                2017                2018              2017
                                          (Min)       (Max)
Fixed compensation 700.0 700.0 700.0 700.0 700.0 700.0 6,949.2 5,907.9 6,949.2 5,907.9
Fringe benefits2) 21.9 21.9 21.9 22.4 21.9 22.4 1,169.0 1,863.5 1,169.0 1,863.5
Total 721.9 721.9 721.9 722.4 721.9 722.4 8,118.2 7,771.4 8,118.2 7,771.4
One-year variable           1,125.8            0     1,576.1      1,125.8      992.9        883.1           11,327.1             9,293.9           8,197.1              8,401.1
compensation
Multi-year variable
compensation
Total 3,640.9 721.9 9,739.2 3,866.9 1,714.8 1,605.5 43,091.5 40,233.0 25,013.4 32,138.4
Total according to         3,640.9        721.9     9,739.2      3,866.9      1,714.8     1,605.5         43,947.0              41,122.2         25,868.9              33,027.6
GCGC
1)
 The value of the fixed and one-year variable compensation is granted in U.S. dollars. For conversion purposes from U.S. dollars into euro, for fixed compensation the
average exchange rate and for the one-year variable compensation the year-end exchange rate of the respective period applies.
2)
  Insurance contributions, the private use of company cars and aircraft, benefits in kind, expenses for maintenance of two households, payments and related supplements
for relocation upon appointment to the Executive Board, reimbursement of fees for the preparation of tax returns and tax gross ups according to local conditions. The
fringe benefits of Bill McDermott mainly consist of tax gross ups according to local conditions and expenses for maintenance of two households.
                                                                                                                                                                             80
Reconciliation Reporting of Total Compensation Pursuant to Section 314(1)(6a) HGB in Connection with
GAS 17
 € thousands                            Bill McDermott           Robert Enslin           Adaire Fox-Martin             Christian Klein           Michael Kleinemeier
2018 2017 2018 2017 2018 2017 2018 2017 2018 2017
Total according to GCGC 11,747.3 13,167.3 4,738.7 5,221.6 4,009.2 2,984.7 3,632.1 0 3,983.7 4,251.2
 Less granted annual             –2,193.0    –2,093.7    –1,327.3       –1,267.2       –1,125.8        –755.6    –1,125.8                       –1,125.8     –1,125.8
 variable target
 compensation
 Plus allocated actual            2,039.5      1,846.7     1,234.4        1,117.7       1,046.9         666.5     1,046.9                        1,046.9       992.9
 annual variable
 compensation
Total compensation 11,025.5 12,234.1 4,410.0 4,878.0 3,930.3 2,895.6 3,553.2 0 3,904.8 4,118.3
€ thousands Bernd Leukert Jennifer Morgan Luka Mucic Stefan Ries Total Executive Board
2018 2017 2018 2017 2018 2017 2018 2017 2018 2017
Total according to GCGC 4,233.8 4,555.4 3,994.9 2,841.9 3,966.4 4,233.2 3,640.9 3,866.9 43,947.0 41,122.2
 Less granted annual             –1,125.8     –1,125.8   –1,052.0        –674.2        –1,125.8      –1,125.8    –1,125.8      –1,125.8         –11,327.1   –9,293.9
 variable target
 compensation
 Plus allocated actual            1,046.9       992.9       978.4         594.6         1,046.9         992.9     1,046.9        992.9          10,534.0      8,197.1
 annual variable
 compensation
Total compensation 4,154.9 4,422.5 3,869.9 2,753.4 3,887.5 4,100.3 3,562.0 3,734.0 42,298.4 39,136.2
                                                                       2018                                                                                     2016
 Ratio                                           CEO       Executive Board            Ratio                                               CEO         Executive Board
                                                         (Other Than CEO)                                                                           (Other Than CEO)
                      Average Annual          10,384.3               3,942.3                              Average Annual           11,785.4                  4,090.8
                       Compensation                                                                        Compensation
                     (in € thousands)                                                                    (in € thousands)
 Executives                      906                11                    4           Executives                     823                   14                      5
 Employees                        99              105                    40           Employees                       99                  119                     41
 including                                                                            including
 Executives                                                                           Executives
                                                                                                                                                                   81
Share-Based Payment Information Relating to Long-Term Incentives
   Members of the Executive Board received, hold, or held share         information about the terms and details of these programs, see the
units issued to them under the LTI 2016 Plan and hold or held RSUs      Notes to the Consolidated Financial Statements, Note (B.3).
issued to them under the RSU Milestone Plan 2015. For more
Bill McDermott (CEO) 2018 85,841 34,336 51,505 79.01 80.84 6,876.6
Christian Klein (from 1/1/2018) 2018 22,385 8,954 13,431 79.01 80.84 1,793.2
                                                                                                                                            82
Executive Board Members’ Holdings
LTI 2016 Plan
 Quantity of Share Units                      Year Granted       Holding on                              Granted     Holding on
                                                                  1/1/2018                                          12/31/2018
                                                                              Retention Share   Performance Share
                                                                                 Units (40%)          Units (60%)
                                                                                                                            83
RSU Milestone Plan 2015
 Quantity of RSUs                             Year Granted                Holding on                   Exercised                  Holding on
                                                                           1/1/2018                                              12/31/2018
   The table above shows the Executive Board members’ holdings            pension depending on a health examination if, before reaching
issued to them under the RSU Milestone Plan 2015. The plan is a           the regular retirement age, they become subject to occupational
cash-settled long-term incentive scheme with a payout subsequent          disability or permanent incapacity. A surviving dependent’s
to a performance period of one year (after which the RSUs become          pension is paid on the death of a former member of the
non-forfeitable) and an additional holding period of three years. The     Executive Board. The disability pension is 100% of the vested
plan consists of four plan tranches to be issued with respect to the      retirement pension entitlement and is payable until the
calendar years 2012 through 2015. The RSUs granted in 2015 have           beneficiary’s 62nd birthday, after which it is replaced by a
a remaining term of 0.08 years.                                           retirement pension. The surviving dependent’s pension is 60%
                                                                          of the retirement pension or vested disability pension
Total Expense for Share-Based Payment                                     entitlement at death. Entitlements are enforceable against SAP
 € thousands                                       2018         2017      SE. Current pension payments are reviewed annually for
                                                                          adjustments and, if applicable, increased according to the
 Bill McDermott (CEO)                            2,155.8     7,684.4
                                                                          surplus in the pension liability insurance. If service is ended
 Robert Enslin                                    727.0       2,181.9     before the retirement age of 62, pension entitlement is reduced
 Adaire Fox-Martin                                 796.1       309.7      in proportion as the actual length of service stands in relation to
                                                                          the maximum possible length of service. The applied retirement
 Christian Klein (from 1/1/2018)                  442.2             –
                                                                          pension plan is contributory. The contribution is 4% of
 Michael Kleinemeier                               914.2     1,509.8      applicable compensation up to the applicable income threshold
 Bernd Leukert                                     775.2     2,287.4      plus 14% of applicable compensation above the applicable
                                                                          income threshold. For this purpose, applicable compensation is
 Jennifer Morgan                                   796.1       309.7
                                                                          180% of annual base salary. The applicable income threshold is
 Luka Mucic                                       675.8      2,059.0      the statutory annual income threshold for the state pension plan
 Stefan Ries                                      772.0      1,049.3
                                                                          in Germany (West), as amended from time to time.
                                                                        – Bill McDermott has rights to future benefits under the portion of
 Total                                          8,054.4      17,391.2
                                                                          the pension plan for SAP America classified as “Non-Qualified
                                                                          Retirement Plan” according to the U.S. Employee Retirement
   Total expense for the share-based payment plans of Executive           Income Security Act (ERISA). This “Non-Qualified” pension plan
Board members was recorded in accordance with IFRS 2 (Share-              is a cash balance plan that provides either monthly pension
Based Payments) and consists exclusively of obligations arising           payments or a lump sum on retirement. The pension becomes
from Executive Board activities.                                          available from the beneficiary’s 65th birthday. Subject to certain
                                                                          conditions, the plan also provides earlier payment or invalidity
End-of-Service Benefits                                                   benefits. The “Non-Qualified” pension plan closed with effect
                                                                          from January 1, 2009. Interest continues to be accrued on the
Regular End-of-Service Undertakings                                       earned rights to benefits within this plan. The rights were
                                                                          partially earned before Bill McDermott became a member of the
Retirement Pension Plan
                                                                          SAP Executive Board.
   The following retirement pension agreements apply to the             – SAP made contributions to a third-party pension plan for Bill
individual members of the Executive Board:                                McDermott, Robert Enslin, and Jennifer Morgan, as disclosed in
– Adaire Fox-Martin, Christian Klein, Michael Kleinemeier, Bernd          the tables ‘German Corporate Governance Code’. SAP’s
   Leukert, Luka Mucic, and Stefan Ries are entitled to receive a         matching contributions are based on payments by Bill
   retirement pension when they reach the retirement age of 62            McDermott, Robert Enslin, and Jennifer Morgan into this
   and retire from their Executive Board seat; or a disability            pension plan.
                                                                                                                                          84
Total Defined Benefit Obligations (DBO) and Net Defined Benefit Liability (Asset) to Executive Board
Members
 € thousands                                  Bill        Adaire Fox-        Christian         Michael            Bernd             Luka            Stefan             Total
                                        McDermott           Martin1)       Klein (from    Kleinemeier1)         Leukert1)          Mucic1)           Ries1)
                                            (CEO)                         1/1/2018) 1)
 Net Defined Benefit Liability               1,459.2                 –                –           –26.5              61.9            97.0             141.2          1,732.8
 (Asset) 1/1/2017
DBO change in 2017 –148.7 93.5 – 117.0 132.9 141.3 86.7 422.7
Plan assets change in 2017 – 100.7 – 164.5 151.2 143.1 159.1 718.6
      Less plan assets market                       –             100.7               –           345.9            540.9            490.7            275.8           1,754.0
      value 12/31/2017
 Net Defined Benefit Liability               1,310.5               –7.2               –           –74.0             43.6             95.2             68.8          1,436.9
 (Asset) 12/31/2017
DBO change in 2018 106.2 89.9 112.8 66.7 –16.1 –42.1 –67.2 250.2
Plan assets change in 2018 – 156.3 141.3 161.7 153.9 145.0 143.5 901.7
DBO 12/31/2018 1,416.7 183.4 112.8 338.6 568.4 543.8 277.4 3,441.1
      Less plan assets market                       –             257.0           141.3           507.6            694.8            635.7             419.3         2,655.7
      value 12/31/2018
 Net Defined Benefit Liability                1,416.7             –73.6          –28.5           –169.0           –126.4            –91.9           –141.9            785.4
 (Asset) 12/31/2018
 1)
   The values shown here only reflect the pension entitlements that Adaire Fox-Martin, Christian Klein, Michael Kleinemeier, Bernd Leukert, Luka Mucic, and Stefan Ries will
 receive from the retirement pension plan for Executive Board members.
   The table below shows the annual pension entitlement earned                            Postcontractual Non-Compete Provisions
during the Executive Board membership of each member of the                                  Each Executive Board member’s contract includes a 12-month
Executive Board on reaching the scheduled retirement age of 62,                           postcontractual non-compete agreement. During this non-compete
based on entitlements from SAP under performance-based and                                period, Executive Board members receive abstention payments
salary-linked plans.                                                                      corresponding to 50% of their average contractual compensation
Annual Pension Entitlement                                                                as members. This average is calculated on the basis of the
                                                                                          preceding three years. Any other occupational income generated
 € thousands                                        Vested on           Vested on
                                                  12/31/2018          12/31/2017          by the Executive Board member is deducted from their
                                                                                          compensation.
 Bill McDermott (CEO)1)                                   105.1               89.5
                                                                                             The following table presents the theoretical amounts for the net
 Adaire Fox-Martin                                          7.3                2.9
                                                                                          present values of the postcontractual non-compete abstention
 Christian Klein (from 1/1/2018)                            4.1                  –        payments. The calculation assumes the following:
 Michael Kleinemeier                                       14.8                9.8
                                                                                          – The Executive Board member leaves SAP at the end of their
                                                                                             respective current contract term.
 Bernd Leukert                                             24.6               19.4        – Their final average contractual compensation prior to their
 Luka Mucic                                                23.2               18.1           departure equals their compensation in 2018.
                                                                                             Actual postcontractual non-compete payments will likely differ
 Stefan Ries                                               12.6                8.5
                                                                                          from these amounts depending on the time of departure and the
 1)
  The rights shown here for Bill McDermott refer solely to rights under the               compensation levels and target achievements at the time of
 pension plan for SAP America.
                                                                                          departure.
                                                                                                                                                                          85
Net Present Values of the Postcontractual Non-                                   – SAP SE merges with another company and becomes the
Compete Abstention Payments                                                         subsumed entity;
 € thousands                            Contract Term     Net Present Value      – A control or profit transfer agreement is concluded with SAP SE
                                              Expires     of Postcontractual        as the dependent company.
                                                               Non-Compete          An Executive Board member’s contract can also be terminated
                                                                 Abstention
                                                                  Payment1)      before full term if their appointment as an Executive Board member
                                                                                 of SAP SE is revoked in connection with a change of control.
 Bill McDermott (CEO)                       3/31/2021                   5,493
                                                                                                                                                   86
€16,500, and for membership of any other Supervisory Board                     Any members of the Supervisory Board who have served for
committee €11,000, provided that the committee concerned has                less than the entire year receive one-twelfth of the annual
met in the year. The chairperson of the Audit Committee receives            remuneration for each month of service commenced. This also
€27,500, and the chairpersons of the other committees receive               applies to the increased compensation of the chairperson and the
€22,000. The fixed remuneration is payable after the end of the             deputy chairperson(s) and to the remuneration for the chairperson
year.                                                                       and the members of a committee.
Prof. Dr. h.c. mult. Hasso Plattner (chairperson) 275.0 88.0 363.0 275.0 88.0 363.0
Margret Klein-Magar (deputy chairperson) 220.0 22.0 242.0 220.0 27.5 247.5
Aicha Evans (from 7/1/2017) 165.0 29.3 194.3 82.5 11.0 93.5
Prof. Anja Feldmann (until 12/31/2018) 165.0 19.3 184.3 165.0 22.0 187.0
Prof. Dr. Wilhelm Haarmann (until 5/17/2018) 68.5 13.8 82.3 165.0 44.0 209.0
Prof. Dr. Gesche Joost 165.0 22.0 187.0 165.0 22.0 187.0
 Prof. Dr.-Ing. Dr.-Ing. E.h. Klaus Wucherer (until           68.5             6.9          75.4           165.0            16.5           181.5
 5/17/2018)
   In 2018, we received services from members of the Supervisory            their position as SAP employees and not to their work on the
Board (including services from employee representatives on the              Supervisory Board.
Supervisory Board in their capacity as employees of SAP) in the
                                                                            Supervisory Board: Other Information
amount of €1,206,500 (2017: €1,269,700). This amount includes
fees paid in 2018 to Linklaters LLP in Frankfurt am Main, Germany              We did not grant any compensation advance or credit to, or
(of which Wilhelm Haarmann, who was a Supervisory Board                     enter into any commitment for the benefit of, any member of our
member until May 17, 2018, is a partner), of €0 (2017: €106,900).           Supervisory Board in 2018 or the previous year.
                                                                               Hasso Plattner, the chairperson of the Supervisory Board,
Long-Term Incentives for the Supervisory Board                              entered into a consulting contract with SAP after joining the
   We do not offer members of the Supervisory Board share-based             Supervisory Board in May 2003. The contract does not provide for
payment for their Supervisory Board work. Any share-based                   any compensation. The only cost we incurred under the contract
payment awards received by employee-elected members relate to               was the reimbursement of expenses.
                                                                               As far as the law permits, we indemnify Supervisory Board
                                                                            members against, and hold them harmless from, claims brought by
                                                                                                                                              87
third parties. To this end, we maintain directors’ and officers’            percentage. Students, individuals employed by SAP who are
(D&O) group liability insurance. In accordance with section 3.8 of          currently not working for reasons such as maternity leave, and
the GCGC, each member of the Supervisory Board will bear a                  temporary employees on limited contracts of less than six months
deductible of at least 10% of any loss. The deductible is capped at         are excluded from our figures. The number of temporary
1.5 times a member’s fixed annual compensation.                             employees is not material.
                                                                               Our personnel expense for each employee decreased to
                                                                            approximately €124,000 in 2018 (2017: approximately €134,000).
Employee                                                                    This decrease is primarily attributable to a decline of share-based
                                                                            payment expenses as well as lowered average salary expenses in
                                                                            2018 compared to the previous year. The personnel expense for
Headcount and Personnel Expense
                                                                            each employee is defined as the overall personnel expense divided
   As at December 31, 2018, we had 96,498 full-time equivalent              by the average number of employees.
(FTE) employees worldwide (December 31, 2017: 88,543). This                    For more information about the number of employees and
represents an increase in headcount of 7,955 FTEs in comparison
                                                                            employee compensation, see the Notes to the Consolidated
to 2017. The average number of employees in 2018 was 93,709                 Financial Statements, Note (B.2).
(2017: 86,999).
   We define headcount in FTE as the number of people on
permanent employment contracts considering their staffing
Research and          12,478      5,651     8,930    27,060     11,349       5,250      8,273    24,872    10,525     4,860     7,977        23,363
development
Sales and              9,843      9,452     4,918     24,213     9,196        9,169     4,854    23,219     8,542     8,999     4,435        21,977
marketing
General and            2,906      1,970      1,147    6,024      2,676        1,781     1,047     5,504     2,629     1,746      1,018        5,393
administration
Infrastructure 2,160 951 631 3,742 1,732 855 501 3,087 1,584 788 454 2,827
SAP Group (12/31) 41,848 28,029 26,620 96,498 38,357 25,827 24,359 88,543 36,222 24,696 23,265 84,183
   Thereof               657       952        434      2,043          149      133          7      289         37       172         0          209
   acquisitions
SAP Group             40,496    27,454     25,759    93,709     37,512      25,459    24,029    86,999    34,932     23,532    22,145       80,609
(months' end
average)
   Due to reorganizations in our SAP Digital Business Services in 2017, some employees were reallocated from cloud and software to
services. Numbers for 2017 are therefore not fully comparable to prior year.
Employee and Labor Relations                                                Germany), the representatives of severely disabled persons in all
   On a worldwide basis, we believe that our employee and labor             entities and on a group level (Germany) and the spokespersons
relations are excellent.                                                    committee as the representation of the executives.
   On a corporate level, employees of SAP in the European                      Employees of each of SAP France, SAP France Holding and SAP
Economic Area are represented by the SAP SE Works Council                   Labs France SAS are subject to a separate collective bargaining
(WoC) (Europe). By law and agreement with SAP the SAP SE WoC                agreement. Each of SAP France, SAP France Holding, SAP Labs
(Europe) is entitled to receive information on transnational matters        France SAS and Concur (France) SAS are represented by a French
and to consult with the Executive Board or a representative thereof.        works council. The represented unions negotiate agreements with
   On the legal entity level, the SAP SE works council (Germany)            each of SAP France and SAP Labs France SAS.
represents the employees of SAP SE. The employees of SAP                       In addition, the employees of various other SAP entities,
Deutschland SE & Co. KG (SAP Germany), Concur (Germany)                     including SAP España – Sistemas, Aplicaciones y Productos en la
GmbH, as well as the employees of SAP Business Compliance                   Informática, S.A., SAP Belgium NV/SA., SAP Israel, SAP Nederland
Services GmbH are represented by a separate works council. Other            B.V., SAP Italia Sistemi Applicazioni Prodotti in Data Processing
employee representatives include the group works council                    S.p.A., SAP China Beijing, all entities in the Czech (Republic (SAP
(composed of members of the works councils of SAP SE and SAP                ČR, spol. s r.o., SAP Services s.r.o., Ariba Czech s.r.o. and Concur
                                                                                                                                                 88
Czech (s.r.o.)),SAP Brasil Ltda, SAP sistemi, aplikacije in produkti za
obdelavo podatkov d.o.o.(Slovenia), SAP Romania SRL, SAP                                        ITEM 7. MAJOR
Argentina S.A., SAP Svenska Aktiebolag (Sweden), SAP UK Ltd. and
SAP Ireland Ltd. are represented by works councils, worker
                                                                                                SHAREHOLDERS AND
representatives, employee consultation forums and/or unions. In
addition, some of these employees are subject to a collective
                                                                                                RELATED-PARTY
bargaining agreement.                                                                           TRANSACTIONS
                                                                                                Major Shareholders
Share Ownership                                                                                    The share capital of SAP SE consists of ordinary shares, which
                                                                                                are issued only in bearer form. Accordingly, SAP SE generally
Beneficial Ownership of Shares                                                                  cannot determine the identity of its shareholders or how many
    The ordinary shares beneficially owned by the persons listed in                             shares a particular shareholder owns. SAP’s ordinary shares are
“Item 6. Directors, Senior Management and Employees —                                           traded in the United States by means of ADRs. Each ADR currently
Compensation Report” are disclosed in “Item 7. Major Shareholders                               represents one SAP SE ordinary share. On February 8, 2019, based
and Related-Party Transactions — Major Shareholders.”                                           on information provided by the Depositary there were 60,474,033
                                                                                                ADRs held of record by 816 registered holders. The ordinary shares
                                                                                                underlying such ADRs represented 4.92% of the then-outstanding
Share-Based Compensation                                                                        ordinary shares (including treasury stock). Because SAP’s ordinary
                                                                                                shares are issued in bearer form only, we are unable to determine
Plans                                                                                           the number of ordinary shares directly held by persons with U.S.
                                                                                                addresses.
                                                                                                   The following table sets forth certain information regarding the
Share-Based Compensation
                                                                                                beneficial ownership of the ordinary shares to the extent known to
   We maintain certain share-based compensation plans. The
                                                                                                SAP as of February 8, 2019 of: (i) each person or group known by
share-based compensation from these plans result from cash-                                     SAP SE to own beneficially 5% or more of the outstanding ordinary
settled and equity-settled awards issued to employees. For more                                 shares; and (ii) the beneficial ownership of all individuals who are
information on our share-based compensation plans refer to “Item
                                                                                                currently members of the Supervisory Board and all members of the
6. Directors, Senior Management and Employees — Compensation                                    Executive Board, individually and as a group, in each case as
Report” and Note (B.3) to our Consolidated Financial Statements.                                reported to SAP SE by such persons. There was, as far as we are
                                                                                                able to tell given the nature of our shares, no significant change in
                                                                                                the percentage ownership held by any major shareholder during the
                                                                                                past three years. None of the major shareholders have special
                                                                                                voting rights.
Major Shareholders
                                                                                                                                              Ordinary Shares
                                                                                                                                             Beneficially Owned
                                                                                                                                              Number              % of Outstanding
                                   (1)
Dietmar Hopp, collectively                                                                                                                  67,864,34                                 5.7
Options and convertible bonds that are vested and exercisable within 60 days of February 8, 2019,                                                   0                                 NA
held by Executive Board Members and Supervisory Board Members, collectively
                                                                                                                                                                                       89
   Currently we are not aware of any arrangements, the operation
of which may, at a subsequent date, result in a change in control of   ITEM 10. ADDITIONAL
the company.
                                                                       INFORMATION
Related-Party Transactions
                                                                       Articles of Incorporation
   For information on related-party transactions see Note (G.7) to
our Consolidated Financial Statements.                                 Organization and Register
                                                                          SAP SE is a European Company (Societas Europaea, or “SE”)
ITEM 8. FINANCIAL
                                                                       organized in the Federal Republic of Germany under German and
                                                                       European law, including Council Regulation (EC) No. 2157/2001 on
INFORMATION                                                            the Statute for a European Company (the “SE Regulation”), the
                                                                       German Act on the Implementation of Council Regulation No.
                                                                       2157/2001 of October 8, 2001 on the Statute for a European
Consolidated Financial Statements and                                  Company (Gesetz zur Ausführung der Verordnung (EG) Nr.
Financial Statement Schedule                                           2157/2001 des Rates vom 8. Oktober 2001 über das Statut der
   See “Item 18. Financial Statements” and pages F-1 through F-81.     Europäischen Gesellschaft (SE) – SE-Ausführungsgesetz; “SE-AG”)
                                                                       of December 22, 2004, and the German Stock Corporation Act
Other Financial Information                                            (Aktiengesetz). SAP SE is registered in the Commercial Register
                                                                       (Handelsregister) at the Lower Court of Mannheim, Germany, under
Legal Proceedings                                                      the entry number “HRB 719915.” SAP SE publishes its official
   We are subject to a variety of legal proceedings and claims,        notices in the Federal Gazette (www.bundesanzeiger.de).
either asserted or unasserted, which arise in the ordinary course of
business, including claims and lawsuits involving businesses we
                                                                       Objects and Purposes
have acquired.                                                             SAP’s Articles of Incorporation state that our objects involve,
   Refer to Note (G.4) to our Consolidated Financial Statements for    directly or indirectly, the development, production and marketing of
a detailed discussion of our material legal proceedings.               products and the provision of services in the field of information
                                                                       technology, including:
Dividend Policy                                                        – developing and marketing integrated product and service
    For more information on dividend policy see the disclosure in          solutions for e-commerce;
“Item 3. Key Information — Dividends”.                                 – developing software for information technology and the licensing
                                                                           of its use to others;
Significant Changes                                                    – organization and deployment consulting, as well as user training,
                                                                           for e-commerce and other software solutions;
Executive Board Changes                                                – selling, leasing, renting and arranging the procurement and
   Effective January 1, 2019, Juergen Mueller was appointed to the         provision of all other forms of use of information technology
Executive Board.                                                           systems and related equipment; and
   On February 20, 2019, Bernd Leukert and the Supervisory Board       – making capital investments in enterprises active in the field of
mutually agreed that Bernd Leukert will depart SAP, and that his           information technology to promote the opening and
membership on the Executive Board ended effective as of that day.          advancement of international markets in the field of information
                                                                           technology.
Restructuring                                                              SAP is authorized to act in all the business areas listed above and
   See Note G.9 to our Consolidated Financial Statements for           to delegate such activities to affiliated entities within the meaning of
information on the conclusion of Qualtrics and the restructuring       the German Stock Corporation Act; in particular SAP is authorized
program SAP initiated in 2019.                                         to delegate its business in whole or in part to such entities. SAP SE
                                                                       is authorized to establish branch offices in Germany and other
                                                                       countries, as well as to form, acquire or invest in other companies of
ITEM 9. THE OFFER AND                                                  the same or related kind and to enter into collaboration and joint
                                                                       venture agreements. SAP is further authorized to invest in
LISTING                                                                enterprises of all kinds principally for investment purposes. SAP is
                                                                       authorized to dispose of investments, to consolidate the
   Our ordinary shares are officially listed on the Frankfurt Stock    management of enterprises in which it participates, to enter into
Exchange, the Berlin Stock Exchange and the Stuttgart Stock            affiliation agreements with such entities, or to limit its activities to
Exchange. The principal trading market for the ordinary shares is      manage its shareholdings.
Xetra, the electronic dealing platform of Deutsche Boerse AG.
   ADRs representing SAP SE ordinary shares are listed on the New
York Stock Exchange (NYSE) under the symbol “SAP,” and
currently each ADR represents one ordinary share.
                                                                                                                                            90
Corporate Governance                                                       women on the shareholder representatives’ side of the Supervisory
                                                                           Board and two women on the employee representatives’ side from
Introduction                                                               the beginning of 2018 until May 17, 2018, and five women on the
   SAP SE, as a European Company with a two-tier board system, is          shareholder representatives’ side and two women on the employee
governed by three separate bodies: the Supervisory Board, the              representatives’ side from May 17, 2018, until December 31, 2018.
Executive Board and the Annual General Meeting of Shareholders.            Thus the percentage of women on the Supervisory Board reached
Their rules are defined by European and German law, by the                 the minimum quota of 30% throughout 2018, and even exceeded it
Agreement on the Involvement of Employees in SAP SE (“Employee             during the period from May 17, 2018, until December 31, 2018. The
Involvement Agreement”), by the German Corporate Governance                term of office of all eighteen members will end upon the conclusion
Code and by SAP’s Articles of Incorporation (Satzung) and are              of the Annual General Meeting of Shareholders in 2019.
summarized below. See “Item 16G. Differences in Corporate                      The procedure for the appointment of the employee
Governance Practices” for additional information on our corporate          representatives on the Supervisory Board of SAP SE is governed by
governance practices.                                                      the EIA. In accordance with the EIA, the nine seats on the first
                                                                           Supervisory Board reserved for employees’ representatives were
The Supervisory Board                                                      allocated as follows: the first six seats were allocated to Germany,
    The Supervisory Board appoints and removes the members of              the seventh seat was allocated to France, the eighth seat was also
the Executive Board and oversees and advises the management of             allocated to Germany, and the ninth seat was allocated to a
the corporation. At regular intervals it meets to discuss current          European country not represented by the first eight seats, as
business as well as business development and planning. The SAP             determined by the SAP SE Works Council Europe. The employees’
Executive Board must consult with the Supervisory Board                    representatives for the first six seats allocated to Germany were
concerning the corporate strategy, which is developed by the               determined by direct vote by all SAP employees with their principal
Executive Board. Types of transactions for which the Executive             place of employment in Germany. According to the EIA, the
Board requires the Supervisory Board’s consent are listed in the           employees’ representative for the seventh seat allocated to France
Articles of Incorporation; in addition, the Supervisory Board has          is generally determined according to the applicable provisions of
specified further types of transactions that require its consent.          French law on the election or appointment of employees’
Accordingly, the Supervisory Board must also approve the annual            representatives on a supervisory board. With regard to the eighth
budget of SAP upon submission by the Executive Board and certain           and ninth seat, members of the SAP SE Works Council Europe from
subsequent deviations from the approved budget. The Supervisory            Germany and Slovakia were appointed by the SE Works Council as
Board is also responsible for representing SAP SE in transactions          employees’ representatives.
between SAP SE and Executive Board members.                                    Any Supervisory Board member elected by the shareholders at
    The Supervisory Board, based on a recommendation by its Audit          the Annual General Meeting of Shareholders may be removed by
Committee, provides its proposal for the election of the external          three-quarters of the votes cast at the Annual General Meeting of
independent auditor to the Annual General Meeting of Shareholders.         Shareholders. Any Supervisory Board member appointed in
The Supervisory Board is also responsible for monitoring the               accordance with the EIA may be removed by the SAP SE Works
auditor’s independence, a task it has delegated to its audit               Council Europe upon application by the body that nominated the
committee.                                                                 respective employees’ representative for appointment by the SE
    Pursuant to Article 40 (3) sentence 1 of the SE Regulation, the        Works Council or, in case the employees’ representative was
number of members of the supervisory board and the rules for               directly elected, the majority of the employees entitled to vote.
determining this number are to be laid down in the articles of                 The Supervisory Board elects a chairperson and one or two
incorporation. Furthermore, pursuant to Section 17 (1) SE-AG, the          deputy chairperson(s) among its members by a majority of the
size of supervisory boards of companies which, like SAP SE, have a         votes cast. Only a shareholders’ representative may be elected as
capital stock exceeding € 10,000,000, is limited to 21 members. In         chairperson of the Supervisory Board. When electing the
line with these provisions as well as the EIA, the Articles of             chairperson of the Supervisory Board, the oldest member in terms
Incorporation of SAP SE provide that the Supervisory Board shall be        of age of the shareholders’ representatives on the Supervisory
composed of 18 members. Furthermore, it is provided in the EIA             Board will chair the meeting and, in the event of a tied vote, will have
that the shareholders of SAP SE have the possibility to reduce the         the casting vote.
size of the Supervisory Board in the future (i.e. at the earliest in the       Unless otherwise mandatorily prescribed by law or the Articles of
Annual General Meeting of Shareholders in 2019, with effect from           Incorporation, resolutions of the Supervisory Board are adopted by
the Annual General Meeting of Shareholders in 2020) to 12                  simple majority of the votes cast. In the event of a tie, the vote of the
members.                                                                   chairperson and, in the event that the chairperson does not
    The current Supervisory Board of SAP SE consists of eighteen           participate in passing the resolution, the vote of the deputy
members, nine of whom are elected by the Annual General Meeting            chairperson, provided that he or she is a shareholders’
of Shareholders as shareholders’ representatives and the remaining         representative, will be decisive (casting vote).
nine are appointed as employees’ representatives by the SAP SE                 The members of the Supervisory Board cannot be elected or
Works Council Europe in accordance with the EIA (see below for             appointed, as the case may be, for a term longer than six years.
details). Pursuant to Section 17(2) SE-AG, the Supervisory Board of        Other than for the employees’ representatives on the first
SAP SE must have a minimum of 30% men and 30% women. This                  Supervisory Board of SAP SE, the term expires at the close of the
quota for the Supervisory Board must be observed for any new               Annual General Meeting of Shareholders giving its formal approval
appointment to the Supervisory Board. In 2018, there were three            of the acts of the Supervisory Board for the fourth fiscal year
                                                                                                                                                  91
following the year in which the term of office of the Supervisory             The Audit Committee has established procedures regarding the
Board members commenced. Re-election is possible. Our                     prior approval of all audit and non-audit services provided by our
Supervisory Board normally meets four times a year. The                   external independent auditor. See “Item 16C. Principal Accountant
compensation of the members of the Supervisory Board is set in the        Fees and Services” for details.
Articles of Incorporation.                                                    The Audit Committee also does preparatory work for the full
    As stipulated in the German Corporate Governance Code                 Supervisory Board’s deliberations and resolutions on the adoption
(GCGC), an adequate number of our Supervisory Board members               of the annual financial statements, the approval of the consolidated
are independent. To be considered for appointment to the                  annual financial statements and the Integrated Report, and on the
Supervisory Board and for as long as they serve, members must             dividend proposal. Furthermore, the Audit Committee and the
comply with certain criteria concerning independence, conflicts of        Finance and Investment Committee jointly prepare the full
interest and multiple memberships of management, supervisory              Supervisory Board’s resolution to approve the group annual plan.
and other governing bodies. They must be loyal to SAP in their                The Supervisory Board has determined Erhard Schipporeit, the
conduct and must not accept any position in companies that are in         Audit Committee’s chairperson, to be an audit committee financial
competition with SAP. Members are subject to insider trading              expert as defined by the regulations of the SEC issued under
prohibitions and the respective directors’ dealing rules of the           Section 407 of the Sarbanes-Oxley Act as well as an independent
European Regulation (EU) No 596/2014 of the European Parliament           financial expert as defined by the German Stock Corporation Act.
and the Council of 16 April 2014 on market abuse and the German           See “Item 16A. Audit Committee Financial Expert” for details.
Securities Trading Act. A member of the Supervisory Board may not
vote on matters relating to certain contractual agreements between        The General and Compensation Committee
such member and SAP SE. Further, as the compensation of the                   The General and Compensation Committee (Präsidial- und
Supervisory Board members is set in the Articles of Incorporation,        Personalausschuss) coordinates the work of the Supervisory Board,
Supervisory Board members are unable to vote on their own                 prepares its meetings and deals with corporate governance issues.
compensation, with the exception that they are able to exercise           In addition, it carries out the preparatory work necessary for the
voting rights in a General Meeting of Shareholders in connection          personnel decisions made by the Supervisory Board, notably those
with a resolution amending the Articles of Incorporation.                 concerning compensation for the Executive Board members and the
    The Supervisory Board may appoint committees from among its           conclusion, amendment and termination of the Executive Board
members and may, to the extent permitted by law, entrust such             members’ contracts of appointment.
committees with the authority to make decisions on behalf of the              The German Stock Corporation Act prohibits the Compensation
Supervisory Board. Currently the Supervisory Board maintains the          Committee from deciding on the compensation of the Executive
following committees:                                                     Board members on behalf of the Supervisory Board and requires
                                                                          that such decision is made by the entire Supervisory Board. This Act
The Audit Committee                                                       also provides the General Meeting of Shareholders with the right to
   The focus of the Audit Committee (Prüfungsausschuss) is the            vote on the system for the compensation of Executive Board
oversight of SAP’s external financial reporting as well as SAP’s risk     members, such vote, however, not being legally binding for the
management, internal controls (including internal controls over the       Supervisory Board.
effectiveness of the financial reporting process), corporate audit,
cybersecurity matters and compliance matters. According to                The Finance and Investment Committee
German Law SAP’s Audit Committee includes at least one                       The Finance and Investment Committee (Finanz- und
independent member with expertise in the fields of financial              Investitionsausschuss) addresses general financing issues.
reporting or auditing. Among the tasks of the Audit Committee are         Furthermore, it regularly discusses acquisitions of intellectual
the discussion of SAP’s quarterly and year-end financial reporting        property and companies, venture capital investments and other
prepared under German and U.S. regulations, including this report.        investments with the Executive Board and reports to the
The Audit Committee recommends to the Supervisory Board the               Supervisory Board on such investments. It is also responsible for
appointment of the external independent auditor, determines focus         the approval of such investments if the individual investment
audit areas, discusses critical accounting policies and estimates         amount exceeds certain specified limits, as well as – together with
with and reviews the audit reports issued and audit issues identified     the Audit Committee – for the preparation of the full Supervisory
by the auditor. The audit committee also negotiates the audit fees        Board’s resolution to approve the group annual plan.
with the auditor and monitors the auditor’s independence and
quality. SAP’s Corporate Audit Office, SAP’s Legal Compliance and         The Technology and Strategy Committee
Integrity Office, SAP’s Global Security Office and SAP’s Risk                The Technology and Strategy Committee (Technologie-und
Management Office report regularly to the Audit Committee, as well        Strategieausschuss) monitors technology transactions and
as upon request or the occurrence of certain findings, but in any         provides the Supervisory Board with in-depth technical advice.
case at least (i) quarterly (the Legal Compliance and Integrity Office
and the Risk Management Office), (ii) twice a year (Corporate             The Nomination Committee
Audit), and (iii) once a year (the Global Security Office). In addition      The Nomination Committee (Nominierungsausschuss) is
to making regular reports to the CFO and the Audit Committee, the         exclusively composed of shareholder representatives and is
Legal Compliance and Integrity Office reports to the Executive            responsible for identifying suitable candidates for membership of
Board annually.                                                           the Supervisory Board for recommendation to the Annual General
                                                                          Meeting of Shareholders.
                                                                                                                                              92
The Special Committee                                                   members is set by the Supervisory Board, Executive Board
     The Special Committee (Sonderausschuss) deliberates on             members are unable to vote on their own compensation, with the
matters arising out of substantial exceptional risks, such as major     exception that they are able to exercise voting rights in a General
litigations.                                                            Meeting of Shareholders resolving a non-binding vote on the system
                                                                        for the compensation of Executive Board members.
The People and Organization Committee                                       Under German law SAP SE’s Supervisory Board members and
   The People and Organization Committee (Ausschuss für                 Executive Board members have a duty of loyalty and care towards
Mitarbeiter- und Organisationsangelegenheiten) deliberates and          SAP SE. They must exercise the standard of care of a prudent and
advises the Executive and Supervisory Board on key personnel            diligent businessman and bear the burden of proving they did so if
matters and major organizational changes at the management level        their actions are contested. Both bodies must consider the interest
below the Executive Board. It also advises on equal opportunities for   of SAP SE shareholders and our employees and, to some extent, the
women at SAP.                                                           common good. Those who violate their duties may be held jointly
   The duties and procedures of the Supervisory Board and its           and severally liable for any resulting damages, unless they acted
committees are specified in their respective rules of procedure, if     pursuant to a lawful resolution of the Annual General Meeting of
any, which reflect the requirements of European and German law,         Shareholders.
including the SE Regulation and the German Stock Corporation Act,           SAP has implemented a Code of Business Conduct for
the Articles of Incorporation and the recommendations of the            employees (see “Item 16B. Code of Ethics” for details). The
GCGC.                                                                   employee code is equally applicable to managers and members of
   According to the provisions of the Sarbanes-Oxley Act, SAP does      the Executive Board. Its rules are observed as well by members of
not grant loans to the members of the Executive Board or the            the Supervisory board as applicable.
Supervisory Board.                                                          Under German law the Executive Board of SAP SE has to assess
                                                                        all major risks for the SAP Group. In addition, all measures taken by
The Executive Board                                                     management to reduce and handle the risks have to be
    The Executive Board manages the Company’s business, is              documented. Therefore, SAP’s management has adopted suitable
responsible for preparing its strategy and represents it in dealings    measures such as implementing an enterprise-wide risk monitoring
with third parties. The Executive Board reports regularly to the        system to ensure that adverse developments endangering the
Supervisory Board about SAP operations and business strategies          corporate standing are recognized at a reasonably early point in
and prepares special reports upon request. A person may not serve       time.
on the Executive Board and on the Supervisory Board at the same             The Office of Legal Compliance and Integrity was created by the
time.                                                                   SAP Executive Board in 2006 to oversee and coordinate legal and
    The Executive Board and the Supervisory Board cooperate             regulatory policy compliance at SAP. The Chief Global Compliance
closely for the benefit of the Company. The Executive Board is          Officer heading the Office of Legal Compliance and Integrity directly
required to provide the Supervisory Board regular, prompt and           reports to the CFO of SAP SE and also has direct communication
comprehensive information about all of the essential issues             channels and reporting obligations to the Audit Committee of the
affecting the SAP Group’s business progress and its potential           Supervisory Board. The Office of Legal Compliance and Integrity
business risks. Furthermore, the Executive Board must maintain          manages a network of more than 100 local subsidiary Compliance
regular contact with the chairperson of the Supervisory Board and       Officers who act as the point of contact for local questions or issues
vice versa. The Executive Board must inform the chairperson of the      under the SAP Code of Business Conduct for employees. The Office
Supervisory Board promptly about exceptional events that are of         of Legal Compliance and Integrity provides training and
significance to SAP’s business. The Supervisory Board chairperson       communication to SAP employees to raise awareness and
must inform the Supervisory Board accordingly and shall, if             understanding of legal and regulatory compliance policies.
required, convene an extraordinary meeting of the Supervisory           Employee help lines are also supported in each region where
Board.                                                                  questions can be raised or questionable conduct can be reported
    Pursuant to the Articles of Incorporation, the Executive Board      without fear of retaliation.
must consist of at least two members. SAP SE’s Executive Board is
currently comprised of ten members. Any two members of the
                                                                        The Annual General Meeting of Shareholders
Executive Board jointly or one member of the Executive Board and            Shareholders of the Company exercise their voting rights at
the holder of a special power of attorney (Prokurist) jointly may       shareholders’ meetings. The Executive Board calls the Annual
legally represent SAP SE. The Supervisory Board appoints each           General Meeting of Shareholders, which must take place within the
member of the Executive Board for a maximum term of five years,         first six months of each fiscal year. The Supervisory Board or the
with the possibility of re-appointment. Under certain circumstances,    Executive Board may call an extraordinary meeting of the
a member of the Executive Board may be removed by the                   shareholders if the interests of the stock corporation so require.
Supervisory Board prior to the expiration of that member’s term. A      Additionally, shareholders of SAP SE holding in the aggregate a
member of the Executive Board may not vote on matters relating to       minimum of 5% of SAP SE’s issued share capital may call an
certain contractual agreements between such member and SAP SE,          extraordinary meeting of the shareholders. Shareholders as of the
and may be liable to SAP SE if such member has a material interest      record date are entitled to attend and participate in shareholders’
in any contractual agreement between SAP and a third party which        meetings if they have provided timely notice of their intention to
was not previously disclosed to and approved by the Supervisory         attend the meeting.
Board. Further, as the compensation of the Executive Board
                                                                                                                                           93
   At the Annual General Meeting of Shareholders, the shareholders       the Articles of Incorporation (opt-in). SAP SE has not made use of
are asked, among other things, to formally approve the actions           this option.
taken by the Executive Board and the Supervisory Board in the
preceding fiscal year, to approve the appropriation of the               Change in Share Capital
corporation’s distributable profits and to appoint an external               Under German law, the capital stock may be increased in
independent auditor. Shareholder representatives of the                  consideration of contributions in cash or in kind, or by establishing
Supervisory Board are generally elected at the Annual General            authorized capital or contingent capital or by an increase of the
Meeting of Shareholders for a term of approximately five years.          company’s capital reserves. Authorized capital provides the
Shareholders may also be asked to grant authorization to                 Executive Board with the flexibility to issue new shares for a period
repurchase treasury shares, to resolve on measures to raise or           of up to five years. The Executive Board must obtain the approval of
reduce the capital of the Company or to ratify amendments of our         the Supervisory Board before issuing new shares with regard to the
Articles of Incorporation. The Annual General Meeting of                 authorized capital. Contingent capital allows the issuance of new
Shareholders can make management decisions only if requested to          shares for specified purposes, including stock option plans for
do so by the Executive Board.                                            Executive Board members or employees and the issuance of shares
                                                                         upon conversion of convertible bonds and exercise of stock options.
Change in Control                                                        By law, the Executive Board may only issue new shares with regard
    There are no provisions in the Articles of Incorporation of SAP SE   to the contingent capital for the specified purposes. Capital
that would have the effect of delaying, deferring or preventing a        increases require an approval by at least 75% of the valid votes cast
change in control of SAP SE and that would only operate with             at the General Meeting of Shareholders in which the increase is
respect to a merger, acquisition or corporate restructuring involving    proposed, and requires an amendment to the Articles of
it or any of its subsidiaries.                                           Incorporation.
    According to the German Securities Acquisition and Takeover              The share capital may be reduced by an amendment to the
Act (Wertpapiererwerbs- und Übernahmegesetz) a bidder seeking            Articles of Incorporation approved by at least 75% of the valid votes
control of a company with its corporate seat in Germany or another       cast at the General Meeting of Shareholders. In addition, the
state of the European Economic Area (EEA) and its shares being           Executive Board of SAP SE is allowed to authorize a reduction of the
traded on an EEA stock exchange must publish an advance notice of        company’s capital stock by canceling a defined number of
its decision to make a tender offer, submit an offer statement to the    repurchased treasury shares if this repurchasing and the
Federal Financial Supervisory Authority (Bundesanstalt für               subsequent reduction have already been approved by the General
Finanzdienstleistungsaufsicht) for review, and obtain certification      Meeting of Shareholders.
from a qualified financial institution that adequate financing is in         The Articles of Incorporation do not contain conditions regarding
place to complete the offer. The offer statement must be published       changes in the share capital that are more stringent than those
upon approval by the Federal Financial Supervisory Authority or          provided by applicable European and German law.
expiry of a certain time period without such publication being
prohibited by the Federal Financial Supervisory Authority. Once a        Rights Accompanying our Shares
shareholder has acquired shares representing at least 30% of the             There are no limitations imposed by German law or the Articles
voting rights in an EEA-listed company, it must make an offer for all    of Incorporation of SAP SE on the rights to own securities, including
remaining shares. The Securities Acquisition and Takeover Act            the rights of non-residents or foreign holders to hold the ADRs or
requires the executive board of the target company to refrain from       ordinary shares, to exercise voting rights or to receive dividends or
taking any measures that may frustrate the success of the takeover       other payments on such shares.
offer. However, the target executive board is permitted to take any          According to the German stock corporation law, the rights of
action that a prudent and diligent management of a company that is       shareholders cannot be amended without shareholders’ consent.
not the target of a takeover bid would also take. Moreover, the          The Articles of Incorporation do not provide more stringent
target executive board may search for other bidders and, with the        conditions regarding changes of the rights of shareholders than
prior approval of the supervisory board, may take other defensive        those provided by applicable European and German law.
measures, provided that both boards act within the parameters of
their general authority under the German Stock Corporation Act. An       Voting Rights
executive board may also adopt specific defensive measures if such          Each ordinary SAP SE share represents one vote. Cumulative
measures have been approved by the supervisory board and were            voting is not permitted under applicable European and German law.
specifically authorized by the general shareholders’ meeting no          A corporation’s articles of incorporation may stipulate a majority
earlier than 18 months in advance of such measures by a resolution       necessary to pass a shareholders’ resolution differing from the
of at least 75% of the shares represented.                               majority provided by law, unless the law mandatorily requires a
    Under the European Takeover Directive of 2004 member states          certain majority. Section 21 (1) of SAP SE’s Articles of Incorporation
had to choose whether EU restrictions on defensive measures apply        provides that resolutions may be passed at the General Meeting of
to companies that are registered in their territory. Germany decided     Shareholders with a majority of valid votes cast, unless a larger
to opt out and to retain its current restrictions on a board             majority is prescribed by law or the Articles of Incorporation. SAP
implementing defensive measures (as described above). As                 SE’s Articles of Incorporation as well as applicable European and
required by the Directive if a country decides to opt out the German     German law require that the following matters, among others, be
Securities Acquisition and Takeover Act grants companies the             approved by at least 75% of the valid votes cast at the General
option of voluntarily applying the European standard by a change of      Meeting of Shareholders in which the matter is proposed:
                                                                                                                                              94
– changing the corporate purpose of the company set out in the             holder of a financial instrument which merely de facto enables its
  Articles of Incorporation;                                               holder or a third party to acquire shares in SAP SE, subject to the
– capital increases and capital decreases;                                 thresholds mentioned in the preceding sentence. In connection with
– excluding preemptive rights of shareholders to subscribe for new         this notification, obligation positions in voting rights and other
  shares or for treasury shares;                                           financial instruments have to be aggregated.
– dissolution;
– a merger into, or a consolidation with, another company;                 Exchange Controls and Other Limitations
– a transfer of all or virtually all of the assets;                        Affecting Security Holders
– a change of corporate form, including re-conversion into a                  The euro is a fully convertible currency. At the present time,
  German stock corporation;                                                Germany does not restrict the export or import of capital, except for
– a transfer of the registered seat to another EU member state;            investments in certain areas in accordance with applicable
  and                                                                      resolutions adopted by the United Nations and the European Union.
– any other amendment to the Articles of Incorporation (pursuant           However, for statistical purposes only, every individual or
  to section 21 (2) sentence 1 of the Articles of Incorporation). For      corporation residing in Germany (“Resident”) must report to the
  any amendments of the Articles of Incorporation which require a          German Central Bank (Deutsche Bundesbank), subject only to
  simple majority for stock corporations established under                 certain immaterial exceptions, any payment received from or made
  German law, however, section 21 (2) sentence 2 of SAP SE’s               to an individual or a corporation residing outside of Germany (“Non-
  Articles of Incorporation provides that the simple majority of the       Resident”) if such payment exceeds €12,500 (or the equivalent in a
  valid votes cast is sufficient if at least half of the subscribed        foreign currency). In addition, German Residents (except for
  capital is represented or, in the absence of such quorum, the            individuals and certain financial institutions) must report any
  majority prescribed by law (i.e. two thirds of the votes cast,           accounts payable to or receivable from Non-Residents if such
  pursuant to sec. 59 of the SE Regulation) is sufficient.                 payables or receivables, in the aggregate, exceed €5 million (or the
                                                                           equivalent in a foreign currency) at the end of any calendar month.
Dividend Rights                                                            Furthermore, companies resident in Germany with accounts
   See “Item 3. Key Information — Dividends.”                              payable to or receivable from Non-Residents in excess of €500
                                                                           million have to report any payables or receivables to/from Non-
Preemptive Rights                                                          Residents arising from derivative instruments at the end of each
    Shareholders have preemptive rights to subscribe (Bezugsrecht)         calendar quarter. Residents are also required to report annually to
for any issue of additional shares in proportion to their                  the German Central Bank any shares or voting rights of 10% or
shareholdings in the issued capital. The preemptive rights may be          more which they hold directly or indirectly in non-resident
excluded under certain circumstances by a shareholders’ resolution         corporations with total assets of more than €3 million. Corporations
(approved by at least 75% of the valid votes cast at the General           residing in Germany with assets in excess of €3 million must report
Meeting of Shareholders) or by the Executive Board authorized by           annually to the German Central Bank any shares or voting rights of
such shareholders’ resolutions and subject to the consent of the           10% or more held directly or indirectly by a Non-Resident.
Supervisory Board.
                                                                           Taxation
Liquidation
   If SAP SE were to be liquidated, any liquidation proceeds               General
remaining after all of our liabilities were paid would be distributed to        The following discussion is a summary of certain material
our shareholders in proportion to their shareholdings.                     German tax and U.S. federal income tax consequences of the
                                                                           acquisition, ownership and disposition of our ADRs or ordinary
Disclosure of Shareholdings                                                shares to a U.S. Holder. In general, a U.S. Holder (as hereinafter
    SAP SE’s Articles of Incorporation do not require shareholders to      defined) is any beneficial owner of our ADRs or ordinary shares that
disclose their shareholdings. The German Securities Trading Act            (i) is a citizen or resident of the U.S. or a corporation organized
(Wertpapierhandelsgesetz), however, requires holders of voting             under the laws of the U.S. or any political subdivision thereof, an
securities of SAP SE to notify SAP SE and the Federal Financial            estate whose income is subject to U.S. federal income tax
Supervisory Authority of the number of shares they hold if that            regardless of its source or a trust, if a U.S. court can exercise
number reaches, exceeds or falls below specified thresholds. These         primary supervision over its administration and one or more U.S.
thresholds are 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%                persons are authorized to control all substantial decisions of the
of the corporation’s outstanding voting rights. In respect of              trust; (ii) is not a resident of Germany for purposes of the income
certificates representing shares, the notification requirement shall       tax treaty between the U.S. and Germany (Convention between the
apply exclusively to the holder of the certificates. In addition, the      Federal Republic of Germany and the United States of America for
German Securities Trading Act also obliges anyone who holds,               the Avoidance of Double Taxation and the Prevention of Fiscal
directly or indirectly, financial instruments that convey an               Evasion with respect to Taxes on Income and Capital and to certain
unconditional entitlement to acquire under a legally binding               other Taxes, as amended by the Protocol of June 1, 2006 and as
agreement, shares in SAP SE, to notify SAP SE and the Federal              published in the German Federal Law Gazette 2008 vol. II pp.
Financial Supervisory Authority if the thresholds mentioned above          611/851; the “Treaty”); (iii) owns the ADRs or ordinary shares as
have been reached, exceeded or fallen below, with the exception of         capital assets; (iv) does not hold the ADRs or ordinary shares as
the 3% threshold. This notification obligation also exists for the         part of the business property of a permanent establishment or a
                                                                                                                                             95
fixed base in Germany; and (v) is fully entitled to the benefits under       obtained from the German Federal Tax Office. For details, such non-
the Treaty with respect to income and gain derived in connection             resident shareholders are urged to consult their own tax advisors.
with the ADRs or ordinary shares. Special rules which are not                Special rules apply for the refund to U.S. Holders (we refer to the
discussed in the following summary apply to pension funds and                below section “Refund Procedures for U.S. Holders”).
certain other tax‑exempt investors.
    THE FOLLOWING IS NOT A COMPREHENSIVE DISCUSSION OF
                                                                             Refund Procedures for U.S. Holders
ALL GERMAN TAX AND U.S. FEDERAL INCOME TAX                                        Under the Treaty, a partial refund of the 25% withholding tax
CONSEQUENCES THAT MAY BE RELEVANT FOR U.S. HOLDERS OF                        equal to 10% of the gross amount of the dividend and a full refund of
OUR ADRs OR ORDINARY SHARES. THEREFORE, U.S. HOLDERS                         the solidarity surtax can be obtained by a U.S. Holder. Thus, for each
ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS                         US$100 of gross dividends paid by SAP SE to a U.S. Holder, the
REGARDING THE OVERALL GERMAN TAX AND U.S. FEDERAL                            dividends (which are dependent on the euro/U.S. dollar exchange
INCOME TAX CONSEQUENCES OF THE ACQUISITION,                                  rate at the time of payment) will be initially subject to a German
OWNERSHIP AND DISPOSITION OF OUR ADRs OR ORDINARY                            withholding tax of US$26.375, of which US$11.375 may be refunded
SHARES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES,                           under the Treaty. As a result, a U.S. Holder effectively would receive
INCLUDING THE EFFECT OF ANY STATE, LOCAL OR OTHER                            a total dividend of US$85 (provided the euro/U.S. dollar exchange
FOREIGN OR DOMESTIC LAWS.                                                    rate at the time of payment of the dividend is the same as at the
                                                                             time of refund, otherwise the effective dividend may be higher or
German Taxation                                                              lower). Further relief of German withholding tax under the Treaty
    The summary set out below is based on German tax laws,                   may be available for corporate U.S. Holders owning at least 10% of
interpretations thereof and applicable tax treaties to which Germany         the voting stock of SAP or U.S. Holders qualifying as pension fund
is a party and that are in force at the date of this report; it is subject   within the meaning of the Treaty, subject to further requirements
to any changes in such authority occurring after that date,                  being met.
potentially with retroactive effect, that could result in German tax              To claim the refund of amounts withheld in excess of the Treaty
consequences different from those discussed below. This                      rate, a U.S. Holder must submit (either directly or, as described
discussion is also based, in part, on representations of the                 below, through the Data Medium Procedure participant) a claim for
Depositary and assumes that each obligation of the Deposit                   refund to the German tax authorities, with, in the case of a direct
Agreement and any related agreements will be performed in                    claim, the original bank voucher (or certified copy thereof) issued by
accordance with its terms. For additional information on the                 the paying entity documenting the tax withheld, within four years
Depository and the fees associated with SAP’s ADR program see                from the end of the calendar year in which the dividend is received.
“Item 12. Description of Securities Other Than Equity Securities —           Claims for refund are made on a special German claim for refund
American Depository Shares.”                                                 form (Form E-USA), which must be filed with the German Federal
    For purposes of applying German tax law and the applicable tax           Tax Office (Bundeszentralamt für Steuern, D-53221 Bonn,
treaties to which Germany is a party, a holder of ADRs will generally        Germany). The German claim for refund form may be obtained from
be treated as owning the ordinary shares represented thereby.                the German tax authorities at the same address where applications
                                                                             are filed or can be downloaded from the homepage of the German
German Taxation of Dividends                                                 Federal Tax Office (http://www.bzst.de).
   Under German income tax law, the full amount of dividends                      U.S. Holders must also submit to the German tax authorities a
distributed by an incorporated company is generally subject to               certification of their U.S. residency status (IRS Form 6166). This
German withholding tax at a domestic rate of 25% plus a solidarity           certification can be obtained from the Internal Revenue Service by
surtax of 5.5% thereon (effectively 1.375% of dividends before               filing a request for certification (generally on an IRS Form 8802,
withholding tax), resulting in an aggregate withholding tax rate from        which will not be processed unless a user fee is paid) with the
dividends of 26.375%. From January 1, 2017 onwards, taxes are                Internal Revenue Service, P.O. Box 71052, Philadelphia, PA 19176-
incurred on the third bank working day after the annual general              6052. U.S. Holders should consult their own tax advisors regarding
meeting, or at a later date as may be stipulated by SAP’s articles of        how to obtain an IRS Form 6166.
incorporation or by the annual general meeting’s decision on                      An IT-supported quick-refund procedure is available for
dividends. Non-resident corporate shareholders will generally be             dividends received (the “Data Medium Procedure — DMP”). If the
entitled to a refund in the amount of two-fifths of the withholding tax      U.S. Holder’s bank or broker elects to participate in the DMP, it will
(including solidarity surtax thereon). This does not preclude a              perform administrative functions necessary to claim the Treaty
further reduction or refund of withholding tax, if any, available under      refund for the beneficiaries. The refund beneficiaries must confirm
a relevant tax treaty.                                                       to the DMP participant that they meet the conditions of the Treaty
   Generally, for many non-resident shareholders the withholding             provisions and that they authorize the DMP participant to file
tax rate is currently reduced under applicable income tax treaties.          applications and receive notices and payments on their behalf.
Rates and refund procedures may vary according to the applicable             Further each refund beneficiary must confirm that (i) it is the
treaty. To reduce the withholding tax to the applicable treaty tax           beneficial owner of the dividends received; (ii) it is resident in the
rate a non-resident shareholder must apply for a refund of                   U.S. in the meaning of the Treaty; (iii) it does not have its domicile,
withholding taxes paid. Claims for refund, if any, are made on a             residence or place of management in Germany; (iv) the dividends
special German claim for refund form, which must be filed with the           received do not form part of a permanent establishment or fixed
German Federal Tax Office (Bundeszentralamt für Steuern, D-53221             base in Germany; and (v) it commits, due to its participation in the
Bonn, Germany; http://www.bzst.de). The relevant forms can be                DMP, not to claim separately for refund.
                                                                                                                                                 96
   The beneficiaries also must provide an IRS Form 6166                     or other transferee was not domiciled in Germany for purposes of
certification with the DMP participant. The DMP participant is              the Estate Tax Treaty at the time the gift was made, or at the time of
required to keep these documents in its files and prepare and file a        the decedent’s death, and the ADRs or ordinary shares were not
combined claim for refund with the German tax authorities by                held in connection with a permanent establishment or a fixed base
electronic media. The combined claim provides evidence of a U.S.            in Germany. In general, the Estate Tax Treaty provides a credit
Holder’s personal data including its U.S. Tax Identification Number.        against the U.S. federal gift or estate tax liability for the amount of
   The German tax authorities reserve the right to audit the                gift or inheritance tax paid in Germany, subject to certain
entitlement to tax refunds for several years following their payment        limitations, in a case where the ADRs or ordinary shares are subject
pursuant to the Treaty in individual cases. The DMP participant             to German gift or inheritance tax and U.S. federal gift or estate tax.
must assist with the audit by providing the necessary details or by
                                                                            Other German Taxes
forwarding the queries to the respective refund beneficiaries.
   The German tax authorities will issue refunds denominated in                There are currently no German net worth, transfer, stamp or
euros. In the case of shares held through banks or brokers                  other similar taxes that would apply to a U.S. Holder on the
participating in the Depository, the refunds will be issued to the          acquisition, ownership, sale or other disposition of our ADRs or
Depository, which will convert the refunds to U.S. dollar. The              ordinary shares.
resulting amounts will be paid to banks or brokers for the account of
the U.S. Holders.
                                                                            U.S. Taxation
                                                                               The following discussion applies to U.S. Holders only if the ADRs
German Taxation of Capital Gains                                            and ordinary shares are held as capital assets for tax purposes. It
    Under German income tax law, a capital gain derived from the            does not address tax considerations applicable to U.S. Holders that
sale or other disposition of ADRs or ordinary shares by a non-              may be subject to special tax rules, such as dealers or traders in
resident shareholder is subject to income tax in Germany only if            securities, financial institutions, insurance companies, tax-exempt
such non-resident shareholder has held, directly or indirectly, ADRs        entities, regulated investment companies, U.S. Holders that hold
or ordinary shares representing 1% or more of the registered share          ordinary shares or ADRs as a part of a straddle, conversion
capital of a company at any time during the five-year period                transaction or other arrangement involving more than one position,
immediately preceding the sale or other disposition.                        U.S. Holders that own (or are deemed for U.S. tax purposes to own)
    However, a U.S. Holder of ADRs or ordinary shares that qualifies        10% or more (by vote or value) of the stock of SAP SE, U.S. Holders
for benefits under the Treaty is not subject to German income or            subject to special tax accounting rules as a result of any item of
corporate income tax on the capital gain derived from the sale or           gross income with respect to the ADRs or shares being taken into
other disposition of ADRs or ordinary shares.                               account in the applicable financial statement, U.S. Holders that have
                                                                            a principal place of business or “tax home” outside the United
German Gift and Inheritance Tax
                                                                            States or U.S. Holders whose “functional currency” is not the U.S.
    Generally, a transfer of ADRs or ordinary shares by a shareholder       dollar and U.S. Holders that hold ADRs or ordinary shares through
at death or by way of gift will be subject to German gift or                partnerships or other pass-through entities.
inheritance tax, respectively, if (i) the decedent or donor, or the heir,      The summary set out below is based upon the U.S. Internal
donee or other transferee is resident in Germany at the time of the         Revenue Code of 1986, as amended (the “Code”), the Treaty and
transfer, or with respect to German citizens who are not resident in        regulations, rulings and judicial decisions thereunder at the date of
Germany, if the decedent or donor, or the heir, donee or other              this report. Any such authority may be repealed, revoked or
transferee has not been continuously outside of Germany for a               modified, potentially with retroactive effect, so as to result in U.S.
period of more than five years; (ii) the ADRs or ordinary shares are        federal income tax consequences different from those discussed
part of the business property of a permanent establishment or a             below. No assurance can be given that the conclusions set out
fixed base in Germany; or (iii) the ADRs or ordinary shares subject         below would be sustained by a court if challenged by the IRS. The
to such transfer form part of a portfolio that represents 10% or            discussion below is based, in part, on representations of the
more of the registered share capital of the Company and has been            Depositary, and assumes that each obligation in the Deposit
held, directly or indirectly, by the decedent or donor, respectively, at    Agreement and any related agreements will be performed in
the time of the transfer, actually or constructively together with          accordance with its terms.
related parties.                                                               For U.S. federal income tax purposes, a U.S. Holder of ADRs will
    However, the right of the German government to impose gift or           be considered to own the ordinary shares represented thereby.
inheritance tax on a non-resident shareholder may be limited by an          Accordingly, unless the context otherwise requires, all references in
applicable estate tax treaty. In the case of a U.S. Holder, a transfer      this section to ordinary shares are deemed to refer likewise to ADRs
of ADRs or ordinary shares by a U.S. Holder at death or by way of           representing an ownership interest in ordinary shares.
gift generally will not be subject to German gift or inheritance tax by
reason of the estate tax treaty between the U.S. and Germany                U.S. Taxation of Dividends
(Convention between the Federal Republic of Germany and the                     Subject to the discussion below under “Passive Foreign
United States of America for the Avoidance of Double Taxation with          Investment Company Considerations”, distributions made by SAP
respect to Estate, Gift and Inheritance Taxes, German Federal Law           SE with respect to ordinary shares (other than distributions in
Gazette 1982 vol. II page 846, as amended by the Protocol of                liquidation and certain distributions in redemption of stock),
December 14, 1998 and as published on December 21, 2000,                    including the amount of German tax deemed to have been withheld
German Federal Law Gazette 2001 vol. II, page 65; the “Estate Tax           in respect of such distributions, will generally be taxed to U.S.
Treaty”) so long as (i) the decedent or donor, and (ii) the heir, donee     Holders as ordinary dividend income.
                                                                                                                                                 97
    As discussed above, a U.S. Holder may obtain a refund of                difference between the amount realized on the sale or exchange and
German withholding tax under the Treaty to the extent that the              the U.S. Holder’s adjusted tax basis in the ordinary shares. Such
German withholding tax exceeds 15% of the dividend distributed.             gain or loss will be a capital gain or loss and will be considered a
Thus, for each US$100 of gross dividends paid by SAP SE to a U.S.           long-term capital gain (taxable at a reduced rate for individuals) if
Holder, the dividends (which are dependent on the euro/U.S. dollar          the ordinary shares were held for more than one year. Capital gains
exchange rate at the time of payment) will be initially subject to          may also be subject to the Medicare tax at a rate of 3.8%. The
German withholding tax of US$25 plus US$1.375 solidarity surtax,            deductibility of capital losses is subject to significant limitations.
and the U.S. Holder will receive US$73.625. A U.S. Holder who               Upon a sale of ordinary shares to SAP SE, a U.S. Holder may
obtains the Treaty refund will receive from the German tax                  recognize a capital gain or loss or, alternatively, may be considered
authorities an additional amount in euro that would be equal to             to have received a distribution with respect to the ordinary shares,
US$11.375. For U.S. tax purposes, such U.S. Holder will be                  in each case depending upon the application to such sale of the
considered to have received a total distribution of US$100, which           rules of Section 302 of the Code.
will be deemed to have been subject to German withholding tax of                Deposit and withdrawal of ordinary shares in exchange for ADRs
US$15 (15% of US$100) resulting in the net receipt of US$85                 by a U.S. Holder will not result in its realization of gain or loss for
(provided the euro/U.S. dollar exchange rate at the time of payment         U.S. federal income tax purposes.
of the dividend is the same as at the time of refund, otherwise the
                                                                            U.S. Information Reporting and Backup
effective dividend may be higher or lower).
    In the case of a distribution in euro, the amount of the
                                                                            Withholding
distribution generally will equal the U.S. dollar value of the euro            Dividend payments made to holders and proceeds paid from the
distributed (determined by reference to the spot currency exchange          sale of shares or ADRs are subject to information reporting to the
rate on the date of receipt of the distribution, or receipt by the          Internal Revenue Service and will be subject to backup withholding
Depositary in the case of a distribution on ADRs), regardless of            taxes (currently imposed at a 24% rate for 2018-2025) unless the
whether the holder in fact converts the euro into U.S. dollar, and the      holder (i) is a corporation or other exempt recipient or (ii) provides a
U.S. Holder will not realize any separate foreign currency gain or          taxpayer identification number on a properly completed IRS Form
loss (except to the extent that such gain or loss arises on the actual      W-9 and certifies that no loss of exemption from backup withholding
disposition of foreign currency received). However, a U.S. Holder           has occurred. Holders that are not U.S. persons are not subject to
may be required to recognize foreign currency gain or loss on the           information reporting or backup withholding. However, such a
receipt of a refund in respect of German withholding tax to the             holder may be required to provide a certification of its non-U.S.
extent the U.S. dollar value of the refund differs from the U.S. dollar     status in connection with payments received within the United
equivalent of that amount on the date of receipt of the underlying          States or through a U.S.-related financial intermediary.
dividend.                                                                      Backup withholding is not an additional tax and any amounts
    Dividends paid by SAP SE generally will constitute “portfolio           withheld as backup withholding may be credited against a holder’s
income” for purposes of the limitations on the use of passive activity      U.S. federal income tax liability. A holder may obtain a refund of any
losses (and, therefore, generally may not be offset by passive              excess amounts withheld under the backup withholding rules by
activity losses) and as “investment income” for purposes of the             timely filing the appropriate claim for refund with the Internal
limitation on the deduction of investment interest expense.                 Revenue Service and furnishing any required information.
Dividends paid by SAP SE will not be eligible for the dividends                Shareholders may be subject to other U.S. information reporting
received deduction generally allowed to U.S. corporations under             requirements and should consult their own tax advisors for
Section 243 of the Code. Dividends paid by SAP SE to an individual          application of these reporting requirements to their own facts and
are treated as “qualified dividends” subject to capital gains rates, i.e.   circumstances.
at a maximum rate of 20%, if SAP SE was not in the prior year and,          U.S. Foreign Tax Credit
is not in the year in which the dividend is paid, a passive foreign
                                                                               In general, in computing its U.S. federal income tax liability, a
investment company (“PFIC”). Based on our audited financial
                                                                            U.S. Holder may elect for each taxable year to claim a deduction or,
statements and relevant market and shareholder data, we believe
                                                                            subject to the limitations on foreign tax credits generally, a credit for
that we were not treated as a PFIC for U.S. federal income taxes
                                                                            foreign income taxes paid or accrued by it. For U.S. foreign tax
with respect to our 2018 tax year. In addition, based on our audited
                                                                            credit purposes, subject to the applicable limitations under the
financial statements and our current expectations regarding the
                                                                            foreign tax credit rules, German tax withheld from dividends paid to
value and nature of our assets, the sources and nature of our
                                                                            a U.S. Holder, up to the 15% provided under the Treaty (and also
income, and relevant market and shareholder data, we do not
                                                                            dependent on the euro/U.S. dollar exchange rate at the time of
anticipate becoming a PFIC for the 2019 tax year. Certain US
                                                                            payment of the dividend and the time of refund of the German tax
holders who are individuals, trusts, or estates, must pay a Medicare
                                                                            withheld), will be eligible for credit against the U.S. Holder’s federal
tax at a rate of 3.8% on the lesser of (i) net investment income such
                                                                            income tax liability or, if the U.S. Holder has elected to deduct such
as dividends and (ii) the excess of modified adjusted gross income
                                                                            taxes, may be deducted in computing taxable income.
over the statutory thresholds.
                                                                               For U.S. foreign tax credit purposes, dividends paid by SAP SE
U.S. Taxation of Capital Gains                                              generally will be treated as foreign-source income and as “passive
   In general, assuming that SAP SE at no time is a PFIC, upon a            category income”. Gains or losses realized by a U.S. Holder on the
sale or exchange of ordinary shares to a person other than SAP SE,          sale or exchange of ordinary shares generally will be treated as U.S.-
a U.S. Holder will recognize gain or loss in an amount equal to the         source gain or loss.
                                                                                                                                                  98
Passive Foreign Investment Company
Considerations                                                              ITEM 11. QUANTITATIVE
   Special and adverse U.S. tax rules apply to a U.S. Holder that
holds an interest in a passive foreign investment company (PFIC).
                                                                            AND QUALITATIVE
Based on current projections concerning the composition of SAP              DISCLOSURES ABOUT
SE’s income and assets, SAP SE does not believe that it will be
treated as a PFIC for its current or future taxable years. However,         MARKET RISK
because this conclusion is based on our current projections and
expectations as to its future business activity, SAP SE can provide            We are exposed to various financial risks, such as market risks,
                                                                            including changes in foreign currency exchange rates, interest rates
no assurance that it will not be treated as a PFIC in respect of its
current or any future taxable years.                                        and equity prices, as well as credit risk and liquidity risk. We manage
                                                                            these risks on a Group-wide basis. Selected derivatives are
Material Contracts                                                          exclusively used for this purpose and not for speculation, which is
                                                                            defined as entering into derivative instruments without a
   Callidus Software Inc.
                                                                            corresponding underlying transaction. Financial risk management is
   Pursuant to an Agreement and Plan of Merger dated January 29,
                                                                            done centrally. See Note (F.1) to our Consolidated Financial
2018 by and among Callidus Software Inc. (Callidus), SAP America,
                                                                            Statements for our quantitative and qualitative disclosures about
Inc., and Emerson One Acquisition Corp., a wholly owned subsidiary
                                                                            market risk.
of SAP America, Inc., Emerson One Acquisition Corp. commenced a
cash tender offer for all of the outstanding shares of Callidus
common stock at US$36.00 per share, representing an enterprise
value of approximately US$2.4 billion. The transaction closed in the        ITEM 12. DESCRIPTION OF
second quarter of 2018.
   The preceding description is a summary of the Agreement and
                                                                            SECURITIES OTHER THAN
Plan of Merger and is qualified in its entirety by the Agreement and
Plan of Merger which is incorporated by reference to Exhibit 2.1 to
                                                                            EQUITY SECURITIES
the Current Report on Form 8-K filed with the SEC by Callidus on
January 30, 2018.
                                                                            American Depositary Shares
   See “Item 5. Operating and Financial Review and Prospects—               Fees and Charges Payable by ADR Holders
Liquidity and Capital Disclosures”, for information on our credit
                                                                                Deutsche Bank Trust Company Americas is the Depositary for
facilities.
                                                                            SAP SE’s ADR program. ADR holders may be required to pay the
                                                                            following charges:
Compliance With Regulations
                                                                            – taxes and other governmental charges;
   Pursuant to Section 219 of the U.S. Iran Threat Reduction and
                                                                            – registration fees as may be in effect from time to time for the
Syria Human Rights Act of 2012 and Section 13(r) of the U.S.                    registration of transfers of SAP ordinary shares on any applicable
Securities Exchange Act of 1934, SAP has filed the required Iran                register to the Depositary or its nominee or the custodian or its
Notice with the SEC. See Note (G.4) to our Consolidated Financial
                                                                                nominee in connection with deposits or withdrawals under the
Statements for more information.                                                Deposit Agreement;
                                                                            – applicable air courier, cable, telex and facsimile expenses of the
Documents on Display                                                            Depositary;
    We are subject to the informational requirements of the                 – expenses incurred by the Depositary in the conversion of foreign
Securities Exchange Act of 1934, as amended. In accordance with                 currency;
these requirements, we file reports and furnish other information as        – US $5.00 or less per 100 ADSs (or portion thereof) to the
a foreign private issuer with the SEC. These materials, including this          Depositary for the execution and delivery of ADRs (including in
report and the exhibits thereto, may be inspected and copied at the             connection with the depositing of SAP ordinary shares or the
SEC’s Public Reference Room at 100 F Street, N.E., Room 1580,                   exercising of rights) and the surrender of ADRs;
Washington, D.C. 20549. The SEC also maintains a Web site at                – a maximum aggregate service fee of US $3.00 per 100 ADSs (or
www.sec.gov that contains reports and other information regarding               portion thereof) per calendar year to the Depositary for the
registrants that file electronically with the SEC. This report as well as       services performed by the Depositary in administering the ADR
some of the other information submitted by us to the SEC may be                 program, including for processing any cash dividends and other
accessed through this Web site. In addition, information about us is            cash distributions; and
available at our Web site: www.sap.com.                                     – US $5.00 or less per 100 ADSs (or portion thereof) to the
                                                                                Depositary for distribution of securities other than SAP ordinary
                                                                                shares or rights.
                                                                                These fees may at any time and from time to time be changed by
                                                                            agreement between SAP SE and the Depositary. These charges are
                                                                            described more fully in Section 5.9 of the Amended and Restated
                                                                            Deposit Agreement dated as of November 25, 2009, as amended by
                                                                            Amendment No. 1 dated as of March 18, 2016 and as may be further
                                                                                                                                                99
amended from time to time, incorporated by reference as Exhibits       set off the amount of the fees from any distribution to be made to
4.1.1 and 4.1.2 to this report.                                        the ADR holder, all in accordance with the Deposit Agreement.
    Applicable service fees are either deducted from any cash             If any taxes or other governmental charges are payable by the
dividends or other cash distributions or charged separately to         holders and/or beneficial owners of ADSs to the Depositary, the
holders in a manner determined by the Depositary, depending on         Depositary, the custodian or SAP may withhold or deduct from any
whether ADSs are registered in the name of investors (whether          distributions made in respect of the deposited SAP ordinary share
certificated or in book-entry form) or held in brokerage and           and may sell for the account of the holder and/or beneficial owner
custodian accounts (via DTC). In the case of distributions of          any or all of the deposited ordinary shares and apply such
securities, the Depositary charges the applicable ADS record date      distributions and sale proceeds in payment of such taxes (including
holder concurrent with the distribution. In the case of ADSs           applicable interest and penalties) or charges, with the holder and
registered in the name of the investor, whether certificated or in     the beneficial owner thereof remaining fully liable for any deficiency.
book entry form, the Depositary sends invoices to the applicable
record date ADS holders. For ADSs held in brokerage and custodian      Fees and Other Payments Payable by the
accounts via DTC, the Depositary may, if permitted by the              Depositary to SAP
settlement systems provided by DTC, collect the fees through those        In connection with the ADR program, the Depositary has agreed
settlement systems from the brokers and custodians holding ADSs        to make certain payments to SAP and waive certain costs of
in their DTC accounts. The brokers and custodians who hold their       providing ADR administrative and reporting services, including
clients’ ADSs in DTC accounts in such case may in turn charge their    reporting of ADR program activity, distribution of information to
clients’ accounts the amount of the service fees paid to the           investors and managing the ADR program. For the period beginning
Depositary.                                                            November 25, 2017 and ending November 24, 2018, the Depositary
    In the event of a refusal to pay applicable fees, the Depositary   made direct and indirect payments to SAP in an aggregate amount
may refuse the requested services until payment is received or may     of US$2,414,387.85 related to the ADR program.
                                                                                                                                          100
PART II                                                                   Management’s Annual Report on Internal
                                                                          Control Over Financial Reporting
                                                                              The management of SAP is responsible for establishing and
                                                                          maintaining adequate internal control over financial reporting as
ITEM 14. MATERIAL                                                         Company’s internal control over financial reporting as of December
                                                                          31, 2018. In making this assessment, it used the criteria set forth by
MODIFICATIONS TO THE                                                      the Committee of Sponsoring Organizations of the Treadway
                                                                          Commission in “Internal Control — Integrated Framework (2013)”.
RIGHTS OF SECURITY                                                            Based on the assessment under these criteria, SAP management
                                                                          has concluded that, as of December 31, 2018, the Company’s
HOLDERS AND USE OF                                                        internal control over financial reporting was effective.
                                                                                                                                               101
ITEM 16. [RESERVED]                                                      Audit Committee’s Pre-Approval Policies
                                                                         and Procedures
                                                                              As required under German law, our shareholders appoint our
ITEM 16A. AUDIT                                                          external independent auditors to audit our financial statements,
                                                                         based on a proposal that is legally required to be submitted by the
COMMITTEE FINANCIAL                                                      Supervisory Board. The Supervisory Board’s proposal is based on a
                                                                         recommendation by the Audit Committee. See also the description
EXPERT                                                                   in “Item 10. Additional Information — Corporate Governance.”
                                                                              In 2002 our Audit Committee adopted a policy with regard to the
    Our Supervisory Board has determined that Erhard Schipporeit         pre-approval of audit and non-audit services to be provided by our
is an “audit committee financial expert”, as defined by the              external independent auditors. This policy, which is designed to
regulations of the Commission issued pursuant to Section 407 of          assure that such engagements do not impair the independence of
the Sarbanes-Oxley Act of 2002 and meeting the requirements of           our auditors, was amended several times since 2002 with the latest
Item 16A. He is “independent”, as such term is defined in Rule 10A-3     changes made to reflect the provisions on audit and non-audit
under the Exchange Act.                                                  services introduced by European Union in 2014. The policy requires
                                                                         prior approval of the Audit Committee for all services to be provided
                                                                         by our external independent auditors for any entity of the SAP
ITEM 16B. CODE OF ETHICS                                                 Group. With regard to non-audit services the policy distinguishes
                                                                         among three categories of services:
    In 2003, SAP adopted a Code of Business Conduct that applies         – “Prohibited services:” This category includes services that our
to all employees (including all personnel in the accounting and               external independent auditors must not be engaged to perform.
controlling departments), managers and the members of SAP’s                   These are services that are not permitted by applicable law or
Executive Board (including our CEO and CFO). Our Code of                      that would be inconsistent with maintaining the auditors’
Business Conduct constitutes a “code of ethics” as defined in Item            independence.
16.B of Form 20-F. Our Code of Business Conduct sets standards           – “Services requiring universal approval:” Services of this category
for all dealings with customers, partners, competitors and suppliers          may be provided by our external independent auditors up to a
and includes, among others, regulations with regard to                        certain aggregate amount in fees per year that is determined by
confidentiality, loyalty, preventing conflicts of interest, preventing        the Audit Committee.
bribery, data protection and privacy and avoiding anti-competitive       – “Services requiring individual approval:” Services of this category
practices. International differences in culture, language, and legal          may only be provided by our external independent auditors if
and social systems make the adoption of uniform Codes of Business             they have been individually (specifically) pre-approved by the
Conduct across an entire global company challenging. As a result,             Audit Committee or an Audit Committee member who is
SAP has set forth a master code containing minimum standards. In              authorized by the Audit Committee to make such approvals.
turn, each company within the SAP Group has been required to                  Our Chief Accounting Officer or individuals empowered by him
adopt a similar code that meets at least these minimum standards,        review all individual requests to engage our external independent
but may also include additional or more stringent rules of conduct.      auditors as a service provider in accordance with this policy and
Newly acquired companies also are required to meet the minimum           determines the category to which the requested service belongs. All
standards set forth in the Code of Business Conduct. SAP amends          requests for engagements with expected fees over a specified limit
its Code of Business Conduct as necessary, including in February         are additionally reviewed by our CFO. Based on the determination of
2012 and December 2016, and most recently in March 2018.We               the category the request is (i) declined if it is a “prohibited service,”
have made our amended Code of Business Conduct publicly                  (ii) approved if it is a “service requiring universal approval” and the
available by posting the full text on our Web site under                 maximum aggregate amount fixed by the Audit Committee has not
http://www.sap.com/corporate-                                            been reached or (iii) forwarded to the Audit Committee for
en/investors/governance/policies-statutes.epx.                           individual approval if the “service requires individual approval” or is
                                                                         a “service requiring universal approval” and the maximum
                                                                         aggregate amount fixed by the Audit Committee has been
ITEM 16C. PRINCIPAL                                                      exceeded.
                                                                                                                                              102
ITEM 16D. EXEMPTIONS                                                      ITEM 16G. DIFFERENCES IN
FROM THE LISTING                                                          CORPORATE GOVERNANCE
STANDARDS FOR AUDIT                                                       PRACTICES
COMMITTEES                                                                   The following summarizes the principal ways in which our
                                                                          corporate governance practices differ from the New York Stock
   Rule 10A-3 of the Exchange Act requires that all members of our        Exchange (NYSE) corporate governance rules applicable to U.S.
audit committee be independent, subject to certain exceptions. In         domestic issuers (the NYSE Rules).
accordance with German law, the Audit Committee consists of both
employee and shareholder elected members. Rule 10A-3 provides             Introduction
an exception for an employee of a foreign private issuer such as SAP
                                                                              SAP is incorporated under the laws of the European Union and
who is not an executive officer of that issuer and who is elected to      Germany, with securities publicly traded on markets in Germany,
the supervisory board or audit committee of that issuer pursuant to       including the Frankfurt Exchange and in the United States on the
the issuer’s governing law. In this case, the employee is exempt
                                                                          NYSE.
from the independence requirements of Rule 10A-3 and is permitted             The NYSE Rules permit foreign private issuers to follow
to sit on the audit committee.                                            applicable home country corporate governance practices in lieu of
   We rely on this exemption. Our Audit Committee includes two
                                                                          the NYSE corporate governance standards, subject to certain
employee representatives, Panagiotis Bissiritsas and Martin Duffek,       exceptions. Foreign private issuers electing to follow home country
who were appointed to our Supervisory Board pursuant to the               corporate governance rules are required to disclose the principal
Agreement on the Involvement of Employees in SAP SE (see “Item
                                                                          differences in their corporate governance practices from those
6. Directors, Senior Management and Employees.” for details). We          required under the NYSE Rules. This Item 16G summarizes the
believe that our reliance on this exemption does not materially           principal ways in which SAP’s corporate governance practices differ
adversely affect the ability of our Audit Committee to act
                                                                          from the NYSE Rules applicable to domestic issuers.
independently and to satisfy the other requirements of Rule 10A-3.
                                                                          Legal Framework
ITEM 16E. PURCHASES OF                                                        The primary sources of law relating to the corporate governance
                                                                          of a European Company are the Council Regulation (EC) No.
EQUITY SECURITIES BY                                                      2157/2001 on the Statute for a European Company (the “SE
                                                                          Regulation”), the German Act on the Implementation of Council
THE ISSUER AND                                                            Regulation No. 2157/2001 of October 8, 2001 on the Statute for a
                                                                          European Company (Gesetz zur Ausführung der Verordnung (EG)
AFFILIATED PURCHASERS                                                     Nr. 2157/2001 des Rates vom 8. Oktober 2001 über das Statut der
                                                                          Europäischen Gesellschaft (SE) – SE-Ausführungsgesetz; “SE-AG”)
    At the Annual General Meeting of Shareholders on May 17, 2018,        of December 22, 2004, and the German Stock Corporation Act
the Executive Board was authorized to acquire, on or before May 16,       (Aktiengesetz). Additionally, the European Regulation (EU) No
2023, up to 120 million shares of SAP. The authorization from May         596/2014 of the European Parliament and the Council on market
17, 2018 replaced the authorization from June 4, 2013.                    abuse (the “MAR”), the German Securities Trading Act
    The authorization is subject to the provision that the shares to be   (Wertpapierhandelsgesetz), the German Securities Purchase and
purchased, together with any other shares already acquired and            Take Over Act (Wertpapiererwerbs- und Übernahmegesetz), the
held by SAP or which are attributable to SAP pursuant to Section          Stock Exchange Admission Regulations, the German Commercial
71d and Section 71e AktG (German Stock Corporation Act), do not           Code (Handelsgesetzbuch) and certain other German statutes
account for more than 10% of SAP’s capital stock.                         contain corporate governance rules applicable to SAP. In addition to
    In 2018 there were no purchases made by us or on our behalf or        these mandatory rules, the German Corporate Governance Code
on behalf of SAP of SAP shares or SAP ADRs. The maximum                   (“GCGC”) summarizes the mandatory statutory corporate
number of SAP shares that SAP could purchase under existing               governance principles found in the German Stock Corporation Act
repurchase programs was 87,996,069 as of December 31, 2018.               and other provisions of German law. Further, the GCGC contains
                                                                          supplemental recommendations and suggestions for standards on
                                                                          responsible corporate governance intended to reflect generally
ITEM 16F. CHANGES IN                                                      accepted best practices.
                                                                              The German Stock Corporation Act requires the executive and
REGISTRANT’S                                                              the supervisory board of publicly listed companies like SAP to
CERTIFYING ACCOUNTANT
                                                                          declare annually that the recommendations set forth in the GCGC
                                                                          have been and are being complied with or which of the
                                                                          recommendations have not been or are not being complied with and
   Not applicable.
                                                                          why not. SAP disclosed and reasoned deviations from a few of the
                                                                          GCGC recommendations in its Declaration of Implementation on a
                                                                          yearly basis from 2003 through February 21, 2018. In its most
                                                                                                                                          103
recent Declaration of Implementation issued in October 2018, SAP        of the Code, and determine annually whether such numbers have
declared that it has complied since February 21, 2018, and will         been met. According to this definition, a Supervisory Board member
comply also in the future, with all recommendations of the GCGC.        is not to be considered independent in particular if s/he has
Declarations from 2012 forward are available on the SAP website.        personal or business relations with the company, its executive
                                                                        bodies, a controlling shareholder or an enterprise associated with
Significant Differences                                                 any of the preceding persons and entities which could cause a
   We believe the following to be the significant differences between   substantial and sustained conflict of interest. The members of the
applicable European and German corporate governance practices,          Supervisory Board must ensure that they have enough time to
as SAP has implemented them, and those applicable to domestic           perform their board duties and must carry out their duties carefully
companies under the NYSE Rules.                                         and in the company’s best interests. They must be loyal to SAP in
                                                                        their conduct, and the GCGC recommends that they should not
SAP SE is a European Company With a                                     accept appointment to governing bodies of, or exercise advisory
                                                                        functions at, companies that are in significant competition with SAP.
Two-Tier Board System
                                                                        The GCGC further recommends that each member of the
   SAP is governed by three separate bodies: (i) the Supervisory        Supervisory Board should inform the Supervisory Board of any
Board, which counsels, supervises and controls the Executive            conflicts of interest, and that material and sustained conflicts of
Board; (ii) the Executive Board, which is responsible for the
                                                                        interest involving a member of the Supervisory Board should result
management of SAP; and (iii) the General Meeting of Shareholders.       in the termination of that member’s Supervisory Board mandate.
The rules applicable to these governing bodies are defined by           Supervisory Board members must disclose any planned conclusion
European and German law and by SAP’s Articles of Incorporation.
                                                                        of advisory or other service agreements or contracts for work with
This corporate structure differs from the unitary board of directors    SAP, or loan agreements between them or persons closely related
established by the relevant laws of all U.S. states and the NYSE        to them and SAP to the Supervisory Board promptly. Such
Rules. Under the SE Regulation and the German Stock Corporation
                                                                        agreements require the consent of the Supervisory Board. The
Act, the Supervisory Board and Executive Board are separate and         Supervisory Board may grant its permission for any such
no individual may be a member of both boards. See “Item 10.             transaction only if it is based on terms and conditions that are
Additional Information — Corporate Governance” for additional           standard for the type of transaction in question and if the
information on the corporate structure.                                 transaction is not contrary to SAP’s interest.
                                                                            SAP complies with the director independence requirements and
Director Independence Rules                                             recommendations described above. In particular, the Supervisory
    The NYSE Rules require that a majority of the members of the        Board of SAP SE determined in fiscal year 2018 that all nine
board of directors of a listed issuer and each member of its            shareholders’ representatives on the Supervisory Board are
nominating, corporate governance, compensation and audit                independent within the meaning of Section 5.4.2 of the GCGC, and
committee be “independent.” As a foreign private issuer, SAP is not     that also considering the employee representatives the Supervisory
subject to the NYSE board, compensation committee and corporate         Board has what it considers to be an adequate number of
governance committee independence requirements but instead can          independent members.
elect to follow its home country rules. With respect to the audit           Section 5.3.2 of the GCGC recommends that the chairperson of
committee, SAP is required to satisfy Rule 10A-3 of the Exchange        the Audit Committee of the Supervisory Board should have specific
Act, which provides certain exemptions from the audit committee         knowledge and experience in applying accounting principles and
independence requirements in the case of employee board                 internal control procedures, and should be independent, and not be
representatives. The NYSE Rules stipulate that no director qualifies    a former member of the Executive Board whose term of office
as “independent” unless the board of directors has made an              ended less than two years ago. Furthermore, the chairperson of the
affirmative determination that the director has no material direct or   Audit Committee should not simultaneously chair the Supervisory
indirect relationship with the listed company. However, under the       Board as a whole. Mr. Erhard Schipporeit who is the Chairman of
NYSE Rules a director may still be deemed independent even if the       SAP’s Audit Committee meets these recommendations. However,
director or a member of a director’s immediate family has received      applicable European and German corporate law does not require the
during a 12 month period within the prior three years up to             Supervisory Board to make an affirmative determination for each
$120,000 in direct compensation. In addition, a director may also be    individual member that it is independent or that a majority of
deemed independent even if a member of the director’s immediate         Supervisory Board members or the members of a specific
family works for the company’s auditor in a non-partner capacity        committee are independent. As described above, the GCGC only
and not on the company’s audit.                                         recommends that the Supervisory Board determines the
    By contrast, the German Stock Corporation Act and the GCGC          independence of its members.
require that the Supervisory Board ensure that its members                  The NYSE independence requirements are closely linked with
collectively have the knowledge, competencies and professional          risks specific to unitary boards of directors that are customary for
experience required to properly perform their duties. Additionally,     U.S. companies. In contrast, the two-tier board structure requires a
the GCGC recommends that the Supervisory Board should                   strict separation of the executive board and supervisory board. In
implement and adhere to concrete director independence criteria,        addition, the supervisory board of a European Company formed by
specify what it considers to be appropriate numbers of                  conversion from a large German stock corporation which was
shareholders’ representatives and Supervisory Board members             subject to the principle of employee codetermination as outlined in
generally which are independent within the meaning of Section 5.4.2     the German Co-Determination Act of 1976 (Mitbestimmungsgesetz)
                                                                                                                                         104
is subject to at least the same level of employee participation which   General and Compensation Committee, Audit Committee,
formerly existed in the German stock corporation that was               Technology and Strategy Committee, Finance and Investment
converted to an SE. The terms of employee participation with regard     Committee, Nomination Committee, Special Committee and People
to the Supervisory Board of SAP SE are, among others, set out in        and Organization Committee (See “Item 10. Additional Information
the Agreement on the Involvement of Employees in SAP SE. As a           — Corporate Governance” for more information).
result, the Supervisory Board of SAP SE consists of 18 members, of
which nine are representatives of SAP SE’s shareholders elected at      Rules on Shareholders’ Compulsory
the Annual General Meeting and nine members are representatives         Approval are Different
of the European employees. Only a shareholders’ representative
                                                                            Section 312 of the NYSE Rules requires U.S. companies to seek
may be elected as chairperson of the Supervisory Board. In case of a
                                                                        shareholder approval of all equity-compensation plans, including
tied vote, the vote of the chairperson and, in the event that the
                                                                        certain material revisions thereto (subject to certain exemptions as
chairperson does not participate in passing the resolution, the vote
                                                                        described in the rules), issuances of common stock, including
of the deputy chairperson, provided that he or she is a shareholders’
                                                                        convertible stock, if the common stock has, or will have upon
representative, will be decisive (casting vote). This board structure
                                                                        issuance, voting power of or in excess of 20% of the then
creates a different system of checks and balances, including
                                                                        outstanding common stock, and issuances of common stock if they
employee participation, and cannot be directly compared with a
                                                                        trigger a change of control.
unitary board system.
                                                                            According to applicable European law, the German Stock
                                                                        Corporation Act and other applicable German laws, shareholder
Audit Committee Independence                                            approval is required for a broad range of matters, such as
    As a foreign private issuer, the NYSE Rules require SAP to          amendments to the articles of association, certain significant
establish an Audit Committee that satisfies the requirements of         corporate transactions (including inter-company agreements and
Rule 10A-3 of the Exchange Act with respect to audit committee          material restructurings), the offering of stock options and similar
independence. SAP is in compliance with these requirements. The         equity compensation to its Executive Board members or its
Chairman of SAP’s Audit Committee and Dr. Friederike Rotsch             employees by a way of a conditional capital increase or by using
meet the independence requirements of Rule 10A-3 of the Exchange        treasury shares (including significant aspects of such an equity
Act. The other two Audit Committee members, Panagiotis                  compensation plan as well as the exercise thresholds), the issuance
Bissiritsas and Martin Duffek, are employee representatives who are     of new shares, the authorization to purchase the corporation’s own
eligible for the exemption provided by Rule 10 A-3 (b) (1) (iv) (C)     shares, and other essential issues, such as transfers of all, or
(see “Item 16D Exemptions from the listing standards for audit          substantially all, of the assets of the stock corporation, including
committees” for details).                                               shareholdings in subsidiaries.
    The Audit Committee independence requirements are similar to
the Board independence recommendations of the GCGC. See the             Specific Principles of Corporate
section above under “Director Independence Rules.” Nonetheless,
SAP meets the NYSE Rules on audit committee independence
                                                                        Governance
applicable to foreign private issuers.                                      Under the NYSE Rules Section 303A.09 listed companies must
                                                                        adopt and disclose corporate guidelines. Since October 2007, SAP
Rules on Non-Management Board                                           has applied, with few exceptions, and since February 2018 without
                                                                        any exceptions, the recommended corporate governance standards
Meetings are Different                                                  of the GCGC rather than company-specific principles of corporate
   Section 303 A.03 of the NYSE Rules stipulates that the non-          governance. The GCGC recommendations differ from the NYSE
management board of each listed issuer must meet at regularly           Standards primarily as outlined in this Item 16G.
scheduled executive sessions without the management. Under
applicable European and German corporate law and the GCGC the           Specific Code of Business Conduct
Supervisory Board is entitled but not required to exclude Executive
                                                                            NYSE Rules Section 303 A.10 requires listed companies to adopt
Board members from its meetings. The Supervisory Board
                                                                        and disclose a code of business conduct and ethics for directors,
exercises this right generally during its meetings.
                                                                        officers and employees, and to disclose promptly any waivers of the
                                                                        code for directors or executive officers. Although not required under
Rules on Establishing Committees Differ                                 applicable European and German law, SAP has adopted a Code of
    Pursuant to Section 303 A.04 and 303 A.05 of the NYSE Rules         Business Conduct, which is equally applicable to employees,
listed companies are required to set up a Nominating/Corporate          managers and members of the Executive Board. SAP complies with
Governance Committee and a Compensation Committee, each                 the requirement to disclose the Code of Business Conduct and any
composed entirely of independent directors and having a written         waivers of the code with respect to directors and executive officers.
charter specifying the committee’s purpose and responsibilities. In     See “Item 16B. Code of Ethics” for details.
addition, each committee’s performance must be reviewed
annually. Applicable European and German corporate law does not
mandate the creation of specific supervisory board committees.
The GCGC recommends that the Supervisory Board establish an
Audit Committee and a Nomination Committee. SAP has the
following committees, which are in compliance with the GCGC:
                                                                                                                                         105
PART III
ITEM 17. FINANCIAL STATEMENTS
       Not applicable.
                                                                                                                                                                 106
Signatures
  The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the
undersigned to sign this report on its behalf.
                                                                                   SAP SE
                                                                                   (Registrant)
                                                                                   By: /s/         BILL MCDERMOTT
                                                                                _____________________________________________
                                                                                   Name: Bill McDermott
                                                                                   Title: Chief Executive Officer
                                                                                                                                           107
SAP SE AND SUBSIDIARIES
Consolidated Income Statements for the years ended December 31, 2018, 2017 and 2016 F-4
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016 F-5
Consolidated Statements of Financial Position as of December 31, 2018 and 2017 F-6
Consolidated Statements of Changes in Equity for the years ended December 31, 2018, 2017 and 2016 F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016 F-8
                                                                                                                    F-1
Report of Independent Registered Public Accounting Firm
   To the Shareholders and Supervisory Board of SAP SE:
Opinion on the Consolidated Financial Statements and Internal Control over Financial Reporting
    We have audited the accompanying consolidated statements of financial position of SAP SE and subsidiaries (the Company) as of
December 31, 2018 and 2017, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows
for each of the years in the three-year period ended December 31, 2018, and the related notes (collectively, the consolidated financial
statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2018, based on criteria
established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
    In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the
Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the three-year period
ended December 31, 2018, in conformity with International Financial Reporting Standards as issued by the International Accounting
Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as
of December 31, 2018 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
    A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
    Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
                                                                                                                                               F-2
/s/KPMG AG Wirtschaftsprüfungsgesellschaft
____________
We have served as the Company’s auditor since 2002.
Mannheim, Germany
February 20, 2019
                                                      F-3
SAP SE AND SUBSIDIARIES
    Consolidated Income Statements of SAP Group for the Years Ended December 31
€ millions, unless otherwise stated                                                         Notes          2018       2017      2016
   Cloud subscriptions and support                                                                         4,993      3,769     2,993
      Software licenses                                                                                    4,647      4,872     4,859
      Software support                                                                                    10,981     10,908    10,571
   Software licenses and support                                                                          15,628     15,780    15,431
   Cloud and software                                                                                     20,622     19,549    18,424
   Services                                                                                               4,086       3,912    3,639
Total revenue                                                                             (A.1), (C.2)    24,708     23,461   22,062
The accompanying Notes are an integral part of these Consolidated Financial Statements.
                                                                                                                                  F-4
Consolidated Statements of Comprehensive Income of SAP Group for the Years Ended December 31
€ millions                                                                                           Notes        2018      2017     2016
Other comprehensive income for items that will not be reclassified to profit or loss, net of tax 11 22 –8
Gains (losses) on exchange differences on translation, before tax 910 –2,730 865
Gains (losses) on remeasuring available-for-sale financial assets, before tax 0 114 –18
Gains (losses) on cash flow hedges/cost of hedging, before tax –10 81 –24
Reclassification adjustments on cash flow hedges/cost of hedging, before tax –22 –41 8
Cash flow hedges/cost of hedging, before tax (F.1), (F.3) –32 39 –15
Other comprehensive income for items that will be reclassified to profit or loss, net of tax 887 –2,838 785
The accompanying Notes are an integral part of these Consolidated Financial Statements.
                                                                                                                                      F-5
    Consolidated Statements of Financial Position of SAP Group as at December 31
€ millions                                                                                         Notes                2018      2017
Non-controlling interests 45 31
The accompanying Notes are an integral part of these Consolidated Financial Statements.
                                                                                                                                    F-6
Consolidated Statements of Changes in Equity of SAP Group for the Years Ended December 31
€ millions                                                                                    Equity Attributable to Owners of Parent        Non-     Total Equity
                                                                                                                                        Controlling
                                             Issued           Share        Retained              Other      Treasury           Total     Interests
                                             Capital       Premium         Earnings       Components          Shares
                                                                                             of Equity
Other changes                                                                     –2                                              –2             6              4
12/31/2016                                    1,229                599       22,287             3,346         –1,099          26,361            21        26,383
      Profit after tax                                                        4,008                                           4,008             38          4,046
   Other comprehensive income                                                     22           –2,838                         –2,816                       –2,816
Comprehensive income                                                          4,029            –2,838                           1,191           38          1,229
Share-based payments                                               –43                                                           –43                          –43
Dividends                                                                    –1,499                                           –1,499          –66          –1,565
Purchase of treasury shares                                                                                     –500           –500                         –500
Other changes                                                                      2                                               2             2              4
  12/31/2017                                  1,229                570       24,769                  508       –1,591        25,484             31         25,515
   Adoption of IFRS 15                                                            83                                              83                           83
   Adoption of IFRS 9                                                            135             –160                            –25                          –25
1/1/2018                                      1,229                570       24,987                  347       –1,591        25,542             31        25,573
      Profit after tax                                                        4,083                                            4,083             6          4,088
   Other comprehensive income                                                     11                 887                         898                          898
Comprehensive income                                                          4,093                  887                      4,980              6         4,986
Share-based payments                                               –40                                                          –40                          –40
Dividends                                                                     –1,671                                          –1,671           –13         –1,684
Shares to be issued                                                                7                                               7                            7
Hyperinflation                                                                    –8                                              –8                           –8
Changes in non-controlling                                                                                                         0            19             19
interests
Other changes –2 –2 3 1
The accompanying Notes are an integral part of these Consolidated Financial Statements.
                                                                                                                                                               F-7
Consolidated Statements of Cash Flows of SAP Group for the Years Ended December 31
€ millions                                                                                  Notes        2018       2017     2016
Adjustments to reconcile profit after tax to net cash flow from operating activities:
Decrease/increase in sales and bad debt allowances on trade receivables –67 –32 51
Interest received 99 88 79
Business combinations, net of cash and cash equivalents acquired –2,036 –291 –106
Cash flows from derivative financial instruments related to business combinations –103 0 0
Total cash flows for business combinations, net of cash and cash equivalents acquired (D.1) –2,140 –291 –106
Purchase of intangible assets and property, plant, and equipment –1,458 –1,275 –1,001
Proceeds from sales of equity or debt instruments of other entities 1,488 3,272 793
Effect of foreign currency rates on cash and cash equivalents 97 –218 167
Cash and cash equivalents at the beginning of the period (E.3) 4,011 3,702 3,411
Cash and cash equivalents at the end of the period (E.3) 8,627 4,011 3,702
The accompanying Notes are an integral part of these Consolidated Financial Statements.
                                                                                                                               F-8
SAP SE AND SUBSIDIARIES
(IN.1) Basis for Preparation                                            consider it particularly important to the understanding of a Note’s
                                                                        content.
General Information                                                        The following table provides an overview of where our accounting
   The registered seat of SAP SE is in Walldorf, Germany                policies, management judgments, and estimates are disclosed:
(Commercial Register of the Lower Court of Mannheim
HRB 719915). The Consolidated Financial Statements for 2018 of             Note        Accounting Policies, Judgments, and Estimates
SAP SE and its subsidiaries (collectively, “we,” “us,” “our,” “SAP,”
                                                                           (IN.1)   Basis for Preparation
“Group,” and “Company”) have been prepared in accordance with
International Financial Reporting Standards (IFRS).                        (A.1)    Revenue
   We have applied all IFRS standards and interpretations that were        (A.2)    Trade and Other Receivables
effective on and endorsed by the European Union (EU) as at
                                                                           (A.3)    Capitalized Cost from Contracts with Customers
December 31, 2018. There were no standards or interpretations as
at December 31, 2018, impacting our Consolidated Financial                 (A.4)    Customer-Related Provisions
Statements for the years ended December 31, 2018, 2017, and                (B.3)    Share-Based Payments
2016, that were effective but not yet endorsed. Therefore, our
                                                                           (B.4)    Pension Plans and Similar Obligations
Consolidated Financial Statements comply with both, IFRS as
issued by the International Accounting Standards Board (IASB) and          (B.5)    Other Employee-Related Obligations
IFRS as endorsed by the EU.                                                (B.6)    Restructuring
   Our Executive Board approved the Consolidated Financial
                                                                           (C.1)    Results of Segments
Statements on February 20, 2019, for submission to our
Supervisory Board.                                                         (C.5)    Income Taxes
   All amounts included in the Consolidated Financial Statements                    Business Combinations
                                                                           (D.1)
are reported in millions of euros (€ millions) except where otherwise
                                                                           (D.2)    Goodwill
stated. As figures are rounded, numbers presented throughout this
document may not add up precisely to the totals we provide and             (D.3)    Intangible Assets
percentages may not precisely reflect the absolute figures.
                                                                           (D.4)    Property, Plant, and Equipment
   Amounts disclosed in the Notes that are taken directly from our
   Consolidated Income Statements or our Consolidated                      (D.5)    Equity Securities
Accounting Policies, Management Judgments                                  (F.2)    Fair Value Disclosures on Financial Instruments
and Sources of Estimation Uncertainty                                      (G.1)    Other Non-Financial Assets
How We Present Our Accounting Policies,                                    (G.4)    Other Litigation, Claims, and Legal Contingencies
Judgments, and Estimates                                                            Executive and Supervisory Board Compensation
                                                                           (G.6)
   To ease the understanding of our financial statements, we
present the accounting policies, management judgments, and
sources of estimation uncertainty (hereafter: accounting policies,         General Accounting Policies
judgments, and estimates) on a given subject together with other
                                                                          Bases of Measurement
disclosures related to the same subject in the Note that deals with
                                                                        The Consolidated Financial Statements have been prepared on the
this subject. Accounting policies, judgments, and estimates that do
                                                                        historical cost basis except for the following:
not relate to a specific subject are presented in the following
section.                                                                – Derivative financial instruments and liabilities for cash-settled
   For easier identification of our accounting policies, judgments,       share-based payments are measured at fair value. In accordance
and estimates, disclosures are marked with the symbol and                 with IFRS 9, financial assets with cash flows that are not solely
framed by a light gray box. They focus on the accounting choices          payments of principal or interest are also measured at fair value.
made within the framework of the prevailing IFRS and refrain from
repeating the underlying promulgated IFRS guidance, unless we
                                                                                                                                          F-9
– Post-employment benefits are measured at the present value of           price indexes at the reporting date. The restated financial
  the defined benefit obligations less the fair value of the plan         statements of our subsidiaries in Venezuela and Argentina are
  assets.                                                                 translated at closing rates. Most significantly impacted by this
– Monetary assets and liabilities denominated in foreign currencies       accounting are the following:
  are translated at period-end exchange rates.                            – Total revenue (decrease of €19 million in 2018)
   Foreign Currencies and Hyperinflation                                  – Operating profit (decrease of €12 million in 2018)
Income and expenses and operating cash flows of our foreign               – Other non-operating income/expense (gain of €25 million in
subsidiaries that use a functional currency other than the euro are         2018)
translated at average rates of foreign exchange (FX) computed on a        – Equity (retained earnings and other comprehensive income)
monthly basis. Exchange differences resulting from foreign                  (decrease of €32 million as at December 31, 2018)
currency transactions are recognized in other non-operating
                                                                          – Total liabilities (increase of €19 million as at December 31, 2018)
income/expense, net.
We apply hyperinflation accounting for our subsidiaries in Argentina
and Venezuela by restating the financial statements of these              The exchange rates of key currencies affecting the Company were
subsidiaries for the current period to account for changes in the         as follows:
general purchasing power of the local currency based on relevant
   Exchange Rates
 Equivalent to €1                                                                    Middle Rate                    Annual Average Exchange Rate
                                                                                     as at 12/31
                                                                           2018            2017            2018             2017              2016
                                                                                                                                               F-10
The accounting policies that most frequently or significantly require        practical expedients offered by the standard (such as non-
us to make judgments, estimates, and assumptions, and therefore              capitalization of short-term leases and low-value leases, and the use
are critical to understanding our results of operations, include the         of hindsight when determining the lease term if the contract
following:                                                                   contains options to extend or terminate the lease). When measuring
                                                                             the right-of-use asset, there are two options in transition. We plan to
                                                                             apply the retrospective approach for our larger leases (primarily
     Note         Significant Accounting Policies
                                                                             facility leases), while smaller leases will be measured at an amount
     (A.1)      Revenue recognition                                          equal to the lease liability and adjusted by the amount of any
     (A.2)      Valuation of trade receivables                               prepaid or accrued lease payments existing immediately prior to the
                                                                             date of initial application.
     (B.3)      Accounting for share-based payments
                                                                             Prior to the adoption of IFRS 16, we established a project across
     (C.5)      Accounting for income taxes                                  SAP’s finance and business functions. This project included the
     (D.1)      Accounting for business combinations                         implementation of a new SAP-based lease accounting and reporting
                                                                             solution, and the development of IFRS 16 lease accounting policies
     (D.2)      Accounting for goodwill
                                                                             and business processes to support those policies. In addition to this,
     (D.3)      Accounting for intangible assets (including recognition of   we have provided training for the relevant stakeholders within the
                internally generated intangible assets from development)
                                                                             organization.
     (G.4)      Accounting for legal contingencies
                                                                             The vast majority of the impact comes from our leased facilities,
                                                                             data centers, and cars. These operating leases were previously off-
Our management periodically discusses these significant                      balance-sheet items (lease payments were expensed directly to rent
accounting policies with the Audit Committee of our Supervisory              expense over the lease term) under IAS 17. We estimate the total
Board.                                                                       assets and total liabilities will amount to approximately €1.9 billion
                                                                             and €2.0 billion, respectively, as at January 1, 2019 (the date of
                                                                             initially applying IFRS 16). The difference between these two
   New Accounting Standards Not Yet Adopted                                  amounts (less than €0.1 billion) is recorded as an adjustment to
The standards and interpretations (relevant to the Group) that are           retained earnings as of the date of initial application. This difference
issued, but not yet effective, up to the date of issuance of the             is primarily due to interest accruing retrospectively at a higher rate
Group’s financial statements are discussed below. We intend to               in earlier years and decreasing over the lease term, while
adopt these standards when they become effective:                            depreciation is recorded on a straight-line basis. The adoption of
On January 13, 2016, the IASB issued IFRS 16 ‘Leases.’ This new              IFRS 16 is expected to have a favorable impact on operating profit in
standard is effective for us starting January 1, 2019. We have               2019, since a portion of the costs that were previously classified as
decided to apply the modified retrospective approach, which                  rental expenses are classified as interest expense and thus recorded
requires that the cumulative effect of initially applying the standard       outside operating profit. Based on the Group’s leases as of
be recognized as an adjustment to the opening balance of retained            January 1, 2019, operating profit is expected to increase by
earnings on the date of initial application. The new standard                substantially less than €0.1 billion. The actual impact on our profits
significantly impacts the lease accounting by lessees as, in general,        depends not only on the lease agreements in effect at the time of
all leases need to be recognized on the lessee’s balance sheet. A            adoption but also on new lease agreements entered into or
lessee recognizes a right-of-use asset representing its right to use         terminated in 2019. IFRS 16 has also an impact on how lease
the underlying asset and a lease liability representing its obligation       payments are presented in the cash flow statement. This will result
to make lease payments. The nature of expenses related to those              in an increase in cash flows from operating activities and a decline in
leases will now change because we will recognize a depreciation              cash flows from financing activities. Cash flows from operating
expense for right-of-use assets and interest expense on lease                activities is expected to increase by approximately €0.3 billion to
liabilities. These changes apply to leases that had previously been          €0.4 billion.
classified as operating leases under IAS 17. We have decided to use
                                                                                                                                                 F-11
Section A – Customers
    This section discusses disclosures related to contracts with our    – Software support revenue represents fees earned from providing
customers. These include but are not limited to explanations of how       customers with standardized support services that comprise
we recognize revenue, revenue breakdowns, and information about           unspecified future software updates, upgrades, and
our trade receivables and customer-related obligations.                   enhancements as well as technical product support services for
Furthermore, in this section we disclose the most significant             on-premise software products.
differences to prior-year figures resulting from the application of     Services revenue primarily represents fees earned from
IFRS 15 ‘Revenue from Contracts with Customers’ (see Note (A.5)).       professional consulting services, premium support services, training
                                                                        services, and messaging services.
(A.1) Revenue
                                                                          Accounting Policies, Judgments, and Estimates
Classes of Revenue
                                                                        Identification of Contract
We derive our revenue from fees charged to our customers for the
use of our hosted cloud offerings, for licenses to our on-premise       We frequently enter into multiple contracts with the same customer
software products, and for standardized and premium support             that we treat, for accounting purposes, as one contract if the
services, consulting, customer-specific software developments,          contracts are entered into at or near the same time and are
training, and other services.                                           economically interrelated. We do not combine contracts with
                                                                        closing days more than three months apart because we do not
Cloud and software revenue, as presented in our Consolidated
                                                                        consider them being entered into near the same time. Judgment is
Income Statements, is the sum of our cloud subscriptions and
                                                                        required in evaluating whether various contracts are interrelated,
support revenue, our software license revenue, and our software
                                                                        which includes considerations as to whether they were negotiated
support revenue.
                                                                        as a package with a single commercial objective, whether the
– Revenue from cloud subscriptions and support represents fees          amount of consideration on one contract is dependent on the
  earned from providing customers with any of the following:            performance of the other contract, or if some or all goods in the
    Software as a Service (SaaS), that is, a right to use software     contracts are a single performance obligation.
     functionality (including standard functionalities and custom       New arrangements with existing customers can be either a new
     cloud applications and extensions) in a cloud-based                contract or the modification of prior contracts with the customer.
     infrastructure hosted by SAP or third parties engaged by SAP,      Our respective judgment in making this determination considers
     where the customer does not have the right to terminate the        whether there is a connection between the new arrangement and
     hosting contract and take possession of the software to either     the pre-existing contracts, whether the goods and services under
     run it on its own IT infrastructure or to engage a third-party     the new arrangement are highly interrelated with the goods and
     provider unrelated to SAP to host and manage the software;         services sold under prior contracts, and how the goods and services
     SaaS also includes transaction and agent fees for                  under the new arrangement are priced. In determining whether a
     transactions that customers of our network business execute        change in transaction price represents a contract modification or a
     on our cloud-based transaction platforms.                          change in variable consideration, we examine whether the change in
    Platform as a Service (PaaS), that is, access to a cloud-based     price results from changing the contract or from applying
     infrastructure to develop, run, and manage applications            unchanged existing contract provisions.
    Infrastructure as a Service (IaaS), that is, hosting and related
     application management services for software hosted by SAP         Identification of Performance Obligations
     or third parties engaged by SAP, where the customer has the        Our customer contracts often include various products and
     right to take possession of the software                           services. Typically, the products and services outlined in the Classes
    Premium cloud subscription support beyond the regular              of Revenue section qualify as separate performance obligations and
     support that is embedded in the basic cloud subscription fees      the portion of the contractual fee allocated to them is recognized
– Software license revenue represents fees earned from the sale or      separately. Judgment is required, however, in determining whether
  license of software to customers for use on the customer’s            a good or service is considered a separate performance obligation.
  premises, in other words, where the customer has the right to         In particular for our professional services and implementation
  take possession of the software for installation on the customer’s    activities, judgment is required to evaluate whether such services
  premises or on hardware of third-party hosting providers              significantly integrate, customize, or modify the on-premise
  unrelated to SAP (on-premise software). Software license              software or cloud service to which they relate. In this context, we
  revenue includes revenue from both the sale of our standard           consider the nature of the services and their volume relative to the
  software products and customer-specific on-premise-software           volume of the on-premise software or cloud service to which they
  development agreements.                                               relate. In general, the implementation services for our cloud services
                                                                        go beyond pure setup activities and qualify as separate
                                                                                                                                         F-12
performance obligations. Similarly, our on-premise implementation       Judgment is required when estimating SSPs. To judge whether the
services and our custom development services typically qualify as       historical pricing of our goods and services is highly variable, we
separate performance obligations. Non-distinct goods and services       have established thresholds of pricing variability. For judging
are combined into one distinct bundle of goods and services             whether contractual renewal prices are substantive, we have
(combined performance obligation).                                      established floor prices that we use as SSPs whenever the
When selling goods or services, we frequently grant customers           contractual renewal prices are below these floor prices. In judging
options to acquire additional goods or services (for example,           whether contracts are expected to renew at their contractual
renewals of renewable offerings, or additional volumes of purchased     renewal prices, we rely on our respective renewal history. The SSPs
software). We apply judgment in determining whether such options        of material right options depend on the probability of option
provide a material right to the customer that the customer would        exercise. In estimating these probabilities, we apply judgment
not receive without entering into that contract (material right         considering historical exercise patterns.
options). In this judgment, we consider whether the options entitle     We review the stand-alone selling prices periodically or whenever
the customer to a discount that exceeds the discount granted for        facts and circumstances change to ensure the most objective input
the respective goods or services sold together with the option.         parameters available are used.
                                                                                                                                        F-13
Support revenue is typically recognized based on time elapsed and        Contract Balances
thus ratably over the term of the support arrangement. Under our         We recognize trade receivables for performance obligations
standardized support services, our performance obligation is to          satisfied over time gradually as the performance obligation is
stand ready to provide technical product support and unspecified         satisfied and in full once the invoice is due. Judgment is required in
updates, upgrades, and enhancements on a when-and-if-available           determining whether a right to consideration is unconditional and
basis. Our customers simultaneously receive and consume the              thus qualifies as a receivable.
benefits of these support services as we perform.                        Contract liabilities primarily reflect invoices due or payments
                                                                         received in advance of revenue recognition.
Service revenue is typically recognized over time. Where we stand        Typically, we invoice fees for on-premise standard software on
ready to provide the service (such as access to learning content),       contract closure and software delivery. Periodic fixed fees for cloud
we recognize revenue based on time elapsed and thus ratably over         subscription services, software support services, and other multi-
the service period. Consumption-based services (such as separately       period agreements are typically invoiced yearly or quarterly in
identifiable consulting services and premium support services,           advance. Such fee prepayments account for the majority of our
messaging services, and classroom training services) are                 contract liability balance. Fees based on actual transaction volumes
recognized over time as the services are utilized, typically following   for cloud subscriptions and fees charged for non-periodical services
the percentage-of-completion method or ratably. When using the           are invoiced as the services are delivered. While payment terms and
percentage-of-completion method, we typically measure the                conditions vary by contract type and region, our terms typically
progress toward complete satisfaction of the performance                 require payment within 30 to 60 days.
obligation in the same way and with the same reasoning and
judgment as we do for customer-specific on-premise software
                                                                         Geographic Information
development agreements. We apply judgment in determining
                                                                            The amounts for revenue by region in the following tables are
whether a service qualifies as a stand-ready service or as a
                                                                         based on the location of customers. The regions in the following
consumption-based service.
                                                                         table are EMEA (Europe, Middle East, and Africa), Americas (North
                                                                         America and Latin America), and APJ (Asia Pacific Japan).
Revenue for combined performance obligations is recognized over
the longest period of all promises in the combined performance
obligation.
                                                                         Total Revenue by Region
                                                                          € millions                             2018         2017           2016
For information about the breakdown of revenue by segment and segment revenue by region, see Note (C.1).
                                                                                                                                             F-14
Remaining Performance Obligations                                         account for expected credit losses by recording an allowance on a
    Amounts of a customer contract’s transaction price that are           portfolio basis. We apply the simplified impairment approach in that,
allocated to the remaining performance obligations represent              on initial measurement of the receivables, we consider all credit
contracted revenue that has not yet been recognized. They include         losses that are expected to occur during the lifetime of the
amounts recognized as contract liabilities and amounts that are           receivables. We use a provision matrix to estimate these losses.
contracted but not yet due.                                               Additionally, we recognize allowances for individual receivables if
    The transaction price allocated to performance obligations that       there is objective evidence of credit impairment.
are unsatisfied or partially unsatisfied as at December 31, 2018, is      Account balances are written off either partially or in full if we judge
€31.3 billion. This amount mostly comprises obligations to provide        that the likelihood of recovery is remote.
software support or cloud subscriptions and support, as the
                                                                          For information about how the default risk for trade receivables is
respective contracts typically have durations of one or multiple
                                                                          analyzed and managed, how the loss rates for the provision matrix
years.
                                                                          are determined, how credit impairment is determined and what our
The majority of this amount is expected to be recognized as revenue
                                                                          criteria for write offs are, see the section on credit risk in Note (F.1).
over the next 12 months following the respective balance sheet date.
This estimation is judgmental, as it needs to consider estimates of       In our Consolidated Income Statements, net gains/losses include
possible future contract modifications. The amount of transaction         income/expenses from expected credit loss allowances from
price allocated to the remaining performance obligations, and             applying the provision matrix, from credit-impaired customer
changes in this amount over time, are impacted by, among others:          balances, and from write offs and related reversals which are
– Currency fluctuations                                                   included in other operating income/expense, net. Gains/losses
– The contract period of our cloud and support contracts                  from foreign currency exchange rate fluctuations are included in
    remaining at the balance sheet date and thus by the timing of         Other non-operating income/expense, net.
    contract renewals                                                     Determining our expected credit loss allowance involves significant
                                                                          judgment. In this judgment, we primarily consider our historical
Performance Obligations Satisfied in Previous                             experience with credit losses in the respective provision matrix risk
Years                                                                     class and current data on overdue receivables. We expect that our
   Revenue recognized in the reporting period for performance             historical default rates represent a reasonable approximation for
obligations satisfied in earlier periods was €132 million, mainly         future expected customer defaults. Besides historical data, our
resulting from changes in estimates related to percentage-of-             judgment used in developing the provision matrix considers
completion-based contracts and changes in estimates of variable           reasonable and supportable forward-looking information (for
considerations.                                                           example, changes in country risk ratings, and fluctuations in credit
                                                                          default swaps of the countries in which our customers are located).
Contract Balances                                                         The assessment of whether a receivable is collectible involves the
    Contract liabilities as at December 31, 2018, were €3.1 billion       use of judgment and requires us to make assumptions about
(January 1, 2018: €3.5 billion).                                          customer defaults that could change significantly.
    Increases in contract liabilities mainly result from billing and
                                                                          In applying this judgment, we evaluate available information about a
invoices becoming due (€7.0 billion). Decreases in contract
                                                                          particular customer’s financial situation to determine whether it is
liabilities mainly result from satisfying performance obligations
                                                                          probable that a credit loss had occurred and, if so, whether the
(€7.5 billion). The Callidus acquisition contributed to the increase in
                                                                          amount of the loss is reasonably estimable. If it is, an allowance for
the contract liabilities balance (for more information, see
                                                                          that specific account is then necessary. Basing the expected credit
Note (D.1)).
                                                                          loss allowance for the remaining receivables primarily on our
    The amount of revenue recognized in the reporting period that
                                                                          historical loss experience likewise requires judgment, as history may
was included in the contract liability balance as at January 1, 2018,
                                                                          not be indicative of future development. Also, including reasonable
was €3.2 billion.
                                                                          and supportable forward-looking information in the loss rates of the
                                                                          expected credit loss allowance requires judgment, as they may not
                                                                          provide a reliable prognosis for future development. Changes in our
(A.2) Trade and Other Receivables
                                                                          estimates about the loss allowance could materially impact reported
  Accounting Policies, Management Judgments, and Sources of               assets and expenses, and our profit could be adversely affected if
Estimation Uncertainty                                                    actual credit losses exceed our estimates.
We measure trade receivables and contract assets from contracts
with customers at amortized cost less expected credit losses. We
 Trade and Other Receivables
 € millions                                                                                 2018                                                2017
                                                                                                                                                F-15
   Contract assets as at December 31, 2018, were €116 million            Amortization of capitalized costs to fulfill contracts for custom
(January 1, 2018: €14 million).                                          cloud applications and extensions is included in the cost of cloud
                                                                         subscriptions and support.
    For more information about financial risk, how we manage credit
risk, and details of our trade receivables and contract assets
allowances, see Note (F.1). For information about the transition to      Capitalized Cost from Contracts with Customers
IFRS 9, see Note (F.3).                                                   € millions                                                      2018
  Accounting Policies, Judgments, and Estimates                           Capitalized cost to fulfill customer       35         66            101
                                                                          contracts
Incremental Costs of Obtaining Customer Contracts
                                                                          Capitalized contract cost                 361      1,072       1,433
Capitalized costs from customer contracts are classified as non-
financial assets in our statement of financial position.                    Other non-financial assets              889       1,301       2,191
The capitalized assets for the incremental costs of obtaining a
                                                                          Capitalized contract cost                  41         82            65
customer contract primarily consist of sales commissions earned by        as % of other non-financial assets
our sales force. Judgment is required in determining the amounts to
be capitalized, particularly where the commissions are based on
                                                                            As at December 31, 2017, before application of IFRS 15,
cumulative targets and where commissions relate to multiple
                                                                         capitalized contract costs were €696 million, of which €199 million
performance obligations in one customer contract. We capitalize
                                                                         were current and €497 million were non-current.
such cumulative target commissions for all customer contracts that
count towards the cumulative target but only if nothing other than
                                                                            Amortization expenses in 2018 for the costs of obtaining
obtaining customer contracts can contribute to achieving the
                                                                         customer contracts and for the costs of fulfilling customer contracts
cumulative target. Commissions for contracts with multiple
                                                                         were €231 million and €50 million respectively.
performance obligations or probable renewals thereof are allocated
to these performance obligations and probable renewals relative to
the standalone selling price.
                                                                         (A.4) Customer-Related Provisions
Typically, we either do not pay sales commissions for customer
contract renewals or such commissions are not commensurate with            Accounting Policies, Judgments, and Estimates
the commissions paid for new contracts. Thus, the commissions            Customer-related provisions mainly include expected contract
paid for renewable new contracts also relate to expected renewals        losses. We adjust these provisions as further information becomes
of these contracts. Consequently, we amortize sales commissions          available and as circumstances change. Non-current provisions are
paid for new customer contracts on a straight-line basis over the        measured at the present value of their expected settlement
expected contract life including probable contract renewals.             amounts as at the reporting date.
Judgment is required in estimating these contract lives. In              Furthermore, these provisions also include obligations resulting
exercising this judgment, we consider our respective renewal             from customer-related litigation and claims. We are currently
history adjusted for indications that the renewal history is not fully   confronted with various claims and legal proceedings, including
indicative of future renewals. The amortization periods range from       claims that relate to customers demanding indemnification for
18 months to eight years depending on the type of offering.              proceedings initiated against them based on their use of SAP
Amortization of the capitalized costs of obtaining customer              software, and occasionally claims that relate to customers being
contracts is classified as sales and marketing expense.                  dissatisfied with the products and services that we have delivered to
We expense incremental costs of obtaining a customer contract as         them. The obligations arising from customer-related litigation and
incurred if we expect an amortization period of one year or less.        claims comprise cases in which we indemnify our customers against
                                                                         liabilities arising from a claim that our products infringe a third
                                                                         party’s patent, copyright, trade secret, or other proprietary rights.
Costs to Fulfill Customer Contracts
                                                                         Due to uncertainties relating to these matters, provisions are based
Capitalized costs incurred to fulfill customer contracts mainly
                                                                         on the best information available. Significant judgment is required in
consist of direct costs for custom cloud development contracts as
                                                                         the determination of whether a provision is to be recorded and what
far as these costs are not in scope of other standards than IFRS 15.
                                                                         the appropriate amount for such provision should be. Notably,
These costs are amortized after completion of the development on a
                                                                         judgment is required in the following:
straight-line basis over the expected life of the cloud subscription
contract and including expected renewals. Judgment is required in        – Determining whether an obligation exists
evaluating whether costs are direct or indirect and in estimating        – Determining the probability of outflow of economic benefits
contract lives. Derived from our respective history, the amortization
                                                                         – Determining whether the amount of an obligation is reliably
period is typically six years.
                                                                           estimable
                                                                                                                                           F-16
– Estimating the amount of the expenditure required to settle the        financial statements) are not restated to conform to the new
  present obligation                                                     policies.
At the end of each reporting period, we reassess the potential           The impacts of the policy change in 2018 were as follows:
obligations related to our pending claims and litigation and adjust      – Software license and support revenues experienced a benefit of
our respective provisions to reflect the current best estimate. In          €170 million, with most of the difference resulting from:
addition, we monitor and evaluate new information that we receive            Exercise of customer software purchase options granted in
after the end of the respective reporting period but before the                 prior years, which result in software revenue
Consolidated Financial Statements are authorized for issue to                Revised recognition patterns for on-premise software
determine whether this provides additional information regarding                subscription contracts, which combine the delivery of
conditions that existed at the end of the reporting period. Changes             software and support service and the obligation to deliver, in
to the estimates and assumptions underlying our accounting for                  the future, unspecified software products
legal contingencies, and outcomes that differ from these estimates           Revised recognition patterns for contracts that combine
and assumptions, could require material adjustments to the                      customer-specific on-premise software development
carrying amounts of the respective provisions recorded and                      agreements and the sale of standard on-premise software
additional provisions. The expected timing or amounts of any                Together with other offsetting effects, this resulted in a benefit of
outflows of economic benefits resulting from these lawsuits and             €158 million on total revenue.
claims is uncertain and not estimable, as they generally depend on       – Operating expenses benefitted, in cost of sales and marketing, in
the duration of the legal proceedings and settlement negotiations           the amount of €239 million from higher capitalization of sales
required to resolve the litigation and claims and the unpredictability      commissions net of higher amortization of amounts capitalized.
of the outcomes of legal disputes in several jurisdictions.              – The abovementioned revenue and expense effects, together with
                                                                            other insignificant effects, resulted in a net positive impact on
Contingent liabilities exist in respect of customer-related litigation
                                                                            operating profit of approximately €399 million.
and claims for which no provision has been recognized. It is not
                                                                         As at December 31, 2018, balance sheet items are affected by the
practicable to estimate the financial impact of these contingent
                                                                         application of IFRS 15 as compared to our pre-IFRS 15 accounting
liabilities due to the uncertainties around these lawsuits and claims
                                                                         policies as follows:
as outlined above.
                                                                         – Non-current and current other non-financial assets were higher
                                                                            by €336 million and €64 million respectively (January 1, 2018:
                                                                            higher by €132 million and €26 million respectively) due to the
(A.5) Adoption of IFRS 15                                                   higher capitalization of sales commissions.
                                                                         – Trade and other receivables and contract liabilities were lower by
   Effective January 1, 2018, we started to apply IFRS 15 ‘Revenue
from Contracts with Customers’ retrospectively, using the                   €132 million and €188 million respectively (January 1, 2018:
cumulative catch-up approach and the practical expedient to apply           higher by €560 million and €650 million respectively), resulting
                                                                            from changes in the timing of and amounts recognized as
the new standard only to contracts that were not completed as of
January 1, 2018. This practical expedient affected both the                 contract balances.
transition adjustment amount recognized in retained earnings and         – Provisions were lower by €4 million (January 1, 2018: lower by
                                                                            €25 million), reflecting lower provisions for onerous customer
our revenues and expenses.
   On adopting IFRS 15, SAP changed several of its accounting               contracts.
policies. Under the cumulative catch-up approach, prior years            – Intangible assets were higher by €37 million (January 1, 2018:
                                                                            higher by €14 million), due to the capitalization of costs for
(including the prior-period numbers presented in the primary
                                                                            certain custom on-premise software development
                                                                            arrangements.
                                                                                                                                             F-17
Section B – Employees
   This section provides financial insights into our employee benefit               (B.1) Employee Headcount
arrangements. It should be read in conjunction with the
compensation disclosures for key management personnel in                               The following table provides an overview of employee headcount,
Note (G.6) as well as SAP’s Compensation Report.                                    broken down by function and by the regions EMEA (Europe, Middle
                                                                                    East, and Africa), Americas (North America and Latin America), and
                                                                                    APJ (Asia Pacific Japan).
Cloud and software 6,341 4,268 5,374 15,983 5,869 3,895 4,719 14,482 6,406 4,184 5,412 16,002
Services 8,120 5,736 5,620 19,476 7,536 4,878 4,965 17,379 6,535 4,119 3,967 14,621
Research and              12,478      5,651         8,930      27,060      11,349     5,250     8,273    24,872    10,525     4,860      7,977       23,363
development
Sales and                  9,843     9,452          4,918      24,213      9,196      9,169     4,854    23,219     8,542     8,999     4,435        21,977
marketing
General and                2,906     1,970          1,147       6,024      2,676       1,781    1,047     5,504     2,629      1,746     1,018        5,393
administration
Infrastructure 2,160 951 631 3,742 1,732 855 501 3,087 1,584 788 454 2,827
SAP Group                 41,848    28,029      26,620         96,498     38,357     25,827    24,359   88,543     36,222    24,696    23,265        84,183
(12/31)
   Thereof                   657       952           434        2,043        149        133         7      289         37       172         0          209
   acquisitions
SAP Group                 40,496    27,454      25,759         93,709     37,512     25,459    24,029   86,999    34,932     23,532    22,145       80,609
(months' end
average)
(B.2) Employee Benefits Expenses                                                    recognized as employee benefits and classified in our Consolidated
                                                                                    Income Statements according to the activities that the employees
Components of Employee Benefits Expenses                                            perform.
€ millions                                2018               2017         2016      Most of these awards are described in detail below. SAP has other
                                                                                    share-based payment plans not described below, which are,
Salaries                                  9,025             8,693         7,969
                                                                                    individually and in aggregate, immaterial to our Consolidated
Social security expense                   1,339              1,281        1,135     Financial Statements.
Share-based payment expense                   830            1,120         785      Where we economically hedge our exposure to cash-settled awards,
Pension expense                               330             312          270      changes in the fair value of the respective hedging instruments are
                                                                                    also recognized as employee benefits expenses in profit or loss. The
Employee-related restructuring                 19             180           33
expense                                                                             fair values of hedging instruments are based on market data
                                                                                    reflecting current market expectations.
Termination benefits outside of                52              57            37
restructuring plans                                                                 We use certain assumptions in estimating the fair values for our
Employee benefits expense                11,595             11,643       10,229     share-based payments, including expected share price volatility and
                                                                                    expected award life (which represents our estimate of the average
                                                                                    remaining life until the awards are exercised or expire unexercised).
(B.3) Share-Based Payments                                                          In addition, the final payout for plans also depends on the
                                                                                    achievement of performance indicators and on our share price on
  Accounting Policy, Management Judgment, and Sources of                            the respective exercise dates. Changes to these assumptions and
Estimation Uncertainty                                                              outcomes that differ from these assumptions could require material
Share-based payments cover cash-settled and equity-settled                          adjustments to the carrying amount of the liabilities we have
awards issued to our employees. The respective expenses are                         recognized for these share-based payments. The fair value of the
                                                                                                                                                       F-18
share units granted under the LTI 2016 Plan are dependent on our         the XETRA closing prices of the SAP share on the 20 trading days
performance against a group of peer companies (Peer Group                following the publication of SAP’s fourth-quarter results.
Index), the volatility, and the expected correlation between the price       All share units granted in this way, comprising 60% Performance
of the index and our share price.                                        Share Units (PSUs) and 40% Retention Share Units (RSUs), have a
We believe that the expected volatility is the most sensitive            vesting period of approximately four years. At the end of the vesting
assumption we use in estimating the fair values of our share             period, the corresponding share units are non-forfeitable. The
options. Regarding future payout under our cash-settled plans, the       payout price used for the settlement is the arithmetic mean of the
SAP share price is the most relevant factor. With respect to our         XETRA closing prices of the SAP share on the 20 trading days
LTI 2016 Plan, we believe that future payout will be significantly       following the publication of SAP’s fourth-quarter results subsequent
impacted not only by our share price but also by the relative            to the end of the vesting period. The payout price is capped at
performance against the Peer Group Index. Changes in these               300% of the grant price. The LTI tranche is cash-settled and paid in
factors could significantly affect the estimated fair values as          euros after the Annual General Shareholders’ Meeting of the
calculated by the valuation model, and the future payout.                corresponding year.
                                                                             The number of PSUs ultimately paid out depends on the
Under certain programs, we grant our employees discounts on
                                                                         performance of the SAP share – absolute and relative to the Peer
purchases of SAP shares. Since those discounts are not dependent
                                                                         Group Index. In contrast, the final number of RSUs is fixed. SAP’s
on future services to be provided by our employees, the discount is
                                                                         absolute share price performance is measured by comparing the
recognized as an expense when the discounts are granted.
                                                                         grant price against the payout price. If the SAP share price
                                                                         performance equals the Peer Group Index performance over the
   The operating expense line items in our income statement              same period, the performance factor is set at 100%. If the SAP
include the following share-based payment expenses:                      share price performs better than the Peer Group Index (measured
                                                                         as difference between SAP share price performance and Peer Group
Share-Based Payment Expenses by Function
                                                                         Index performance), the performance factor is increased by the
 € millions                            2018         2017         2016    percentage point of the outperformance of the SAP share price. The
 Cost of cloud and software               78          115          89    percentage point is doubled if, additionally, the payout price is
                                                                         higher than the grant price. The performance factor is capped at
 Cost of services                        142          158          101
                                                                         150%. If the Peer Group Index performs better than the SAP share
 Research and development                210         269          190    price, the performance factor is decreased by the percentage point
 Sales and marketing                     312         442          292    of the outperformance of the Peer Group Index. All PSUs lapse if the
                                                                         performance factor is below 50%.
 General and administration               88          135          113
                                                                             If an Executive Board member’s service contract is terminated
 Share-based payments                   830         1,120         785    before the end of the third year following the year in which the share
    Thereof cash-settled share-          674         963          678    units were granted, both the RSUs and PSUs are forfeited in whole
    based payments                                                       or in part, depending on the circumstances of the relevant
    Thereof equity-settled share-        156          157         107    resignation from office or termination of the service contract.
    based payments
                                                                         Long-Term Incentive 2015 Plan (LTI 2015 Plan)
                                                                             Under the LTI 2015 Plan, we granted members of our former
a) Cash-Settled Share-Based Payments                                     Global Managing Board virtual shares, referred to as share units,
                                                                         between 2012 and 2015 (2012–2015 tranches).
Long-Term Incentive 2016 Plan (LTI 2016 Plan)                                Each share unit vested at the end of the year in which it was
    The purpose of the LTI 2016 Plan is to reward our Executive          granted. The share units are subject to a three-year holding period
Board Members for the annual achievement of SAP’s operating              before payout. The payout depends on the number of vested share
profit (non-IFRS, at constant currency) targets, to ensure long-term     units and the SAP share price, which is set directly after the
retention of our Executive Board members, and to reward them for         publication of SAP’s fourth-quarter results for the last financial year
the long-term SAP share price performance as compared to its main        of the respective three-year holding period.
peer group (Peer Group).
                                                                         SAP Stock Option Plan 2010 (SOP 2010)
    The virtual share program came into effect on January 1, 2016. A
                                                                            Under the SOP 2010, we granted virtual stock options to
LTI tranche is granted annually and has a term of four years (2016–
                                                                         members of the Senior Leadership Team, Global Executives,
2018 tranches). Each grant starts with determining a grant amount
                                                                         employees with an exceptional rating, and high potentials between
in euros. The grant amount is based on the Executive Board
                                                                         2010 and 2015, and only in 2010 and 2011 to members of the
members’ contractual LTI target amount and the operating profit
                                                                         Executive Board.
target achievement for the previous year. The Supervisory Board
                                                                            The grant base value was based on the average closing price of
sets the grant amount at a level between 80% and 120% of the
                                                                         the SAP share over the five trading days prior to the Executive
contractual LTI target amount, taking into account the operating
                                                                         Board resolution date.
profit target achievement. This grant amount is converted into
                                                                            The options granted under the SOP 2010 give the employees the
virtual shares, referred to as share units, by dividing the grant
                                                                         right to receive a certain amount of cash by exercising the options.
amount by the grant price. The grant price is the arithmetic mean of
                                                                         After a three-year vesting period (four years for members of the
                                                                         Executive Board), the plan provides for 11 predetermined exercise
                                                                                                                                            F-19
dates every calendar year (one date per month except for April)                           receive a cash payment determined by the SAP share price and the
until the rights lapse six years after the grant date (seven years for                    number of share units that ultimately vest.
members of the Executive Board). Employees can exercise their                                Granted share units will vest in different tranches, either:
options only if they are employed by SAP; if they leave the                               – Over a one-to-three-year service period only, or
Company, the options forfeit. Executive Board members’ options                            – Over a three-year service period and upon achieving certain key
are non-forfeitable once granted – if the service agreement ends in                          performance indicators (KPIs)
the grant year, the number of options is reduced pro rata temporis.                          The number of performance-based share units (PSUs) that will
Any options not exercised up to the end of their term expire.                             vest under the different tranches were contingent upon
   The exercise price is 110% of the grant base value, which is                           achievement of the operating profit (non-IFRS, at constant
€59.85 for the 2013 tranche, €60.96 for the 2014 tranche, and                             currency) KPI target in the year of grant. Depending on
€72.18 for the 2015 tranche. The weighted average exercise price of                       performance, the number of PSUs vesting ranges between 0% and
exercised options in 2018 was €67.59 (2017: €58.16) and of                                200% of the number initially granted. Performance against the KPI
outstanding options at year end 2018 was €67.62 (2017: €67.55).                           target was 106.7% (2017: 78.2%; 2016: 85.1%). All share units are
   Monetary benefits will be capped at 100% of the exercise.                              paid out in cash upon vesting.
Fair Value and Parameters Used at Year End 2018 for Cash-Settled Plans
 €, unless otherwise stated                                                                     LTI 2016 Plan         LTI 2015 Plan            SOP 2010              RSU Plan
                                                                                                 (2016–2018            (2014–2015            (2013–2015           (2015–2018
                                                                                                   Tranches)             Tranches)             Tranches)            Tranches)
 Weighted average fair value as at 12/31/2018                                                           65.89                 86.93                 20.67                85.24
Option pricing model used Monte Carlo Other1) Monte Carlo Other1)
Risk-free interest rate, depending on maturity (in %) –0.70 to –0.55 NA –0.67 to –0.25 –0.69 to –0.31
 Weighted average remaining life of awards outstanding as at 12/31/2018                                    2.4                   0.1                   1.2                     1.0
 (in years)
 1)
   For these awards, the fair value is calculated by subtracting the net present value of expected future dividend payments, if any, until maturity of the respective award
 from the prevailing share price as of the valuation date.
Fair Value and Parameters Used at Year End 2017 for Cash-Settled Plans
 €, unless otherwise stated                                                                     LTI 2016 Plan         LTI 2015 Plan            SOP 2010               RSU Plan
                                                                                                 (2016–2017            (2013–2015            (2011–2015            (2014–2017
                                                                                                   Tranches)             Tranches)            Tranches)              Tranches)
Option pricing model used Monte Carlo Other1) Monte Carlo Other1)
Risk-free interest rate, depending on maturity (in %) –0.63 to –0.48 –0.81 –0.62 to –0.41 –0.70 to –0.32
 Weighted average remaining life of awards outstanding as at 12/31/2017                                    2.9                   0.8                   1.6                     1.1
 (in years)
 1)
   For these awards, the fair value is calculated by subtracting the net present value of expected future dividend payments, if any, until maturity of the respective award
 from the prevailing share price as of the valuation date.
   For the SOP 2010, expected volatility of the SAP share price is
based on a blend of implied volatility from traded options with
                                                                                                                                                                              F-20
corresponding remaining lives and exercise prices as well as         price of 36% to 42% (2017: 41% to 48%) are based on historical
historical volatility with the same expected life as the options     data for the SAP share price and index price.
granted.                                                                The expected remaining life of the options reflects both the
   For the LTI 2016 Plan valuation, the Peer Group Index price on    contractual term and the expected, or historical, exercise behavior.
December 31, 2018, was US$277.92 (2017: US$247.24); the              The risk-free interest rate is derived from German government
expected dividend yield of the index of 1.30% (2017: 1.16%), the     bonds with a similar duration. The SAP dividend yield is based on
expected volatility of the index of 19% to 24% (2017: 16% to 17%),   expected future dividends.
and the expected correlation of the SAP share price and the index
12/31/2017 0 0 4,948 0
12/31/2018 0 0 7,086 0
12/31/2017 5 49 172 0
12/31/2018 3 34 137 0
2018 8 –3 43 611
                                                                                                                                      F-21
Share-Based Payment Balances
€ millions                                                                                  2018                                                  2017
                                                                                                                                                   F-22
Defined Benefit Plans
Present Value of the Defined Benefit Obligations (DBO) and the Fair Value of the Plan Assets
€ millions                                                             Domestic Plans                 Foreign Plans             Other Post-                          Total
                                                                                                                          Employment Plans
Present value of the DBO 886 857 418 382 132 118 1,436 1,357
Fair value of the plan assets 878 848 355 319 59 56 1,292 1,223
Non-current provisions 3 3 24 20 27 19 54 41
   €824 million (2017: €794 million) of the present value of the DBO                             The following significant weighted average assumptions were
of our domestic plans relate to plans that provide for lump-sum                              used for the actuarial valuation of our domestic and foreign pension
payments not based on final salary, and €356 million (2017:                                  liabilities as well as other post-employment benefit obligations as at
€329 million) of the present value of the defined benefit obligations                        the respective measurement date:
of our foreign plans relate to plans that provide for annuity
payments not based on final salary.
Discount rate 2.3 2.3 2.1 1.0 0.8 0.6 4.2 3.9 4.0
    The sensitivity analysis table below shows how the present value                         The sensitivity analysis considers change in discount rate
of all defined benefit obligations would have been influenced by                             assumptions, holding all other actuarial assumptions constant.
reasonably possible changes to significant actuarial assumptions.
Sensitivity Analysis
€ millions                                         Domestic Plans                           Foreign Plans      Other Post-Employment                                  Total
                                                                                                                                Plans
2018 2017 2016 2018 2017 2016 2018 2017 2016 2018 2017 2016
Discount rate was 50 basis              836        806       800              391          357       344       126       114         93           1,353      1,277   1,237
points higher
Discount rate was 50 basis              940         912          913          450           411      398       141       123         101          1,531      1,446    1,412
points lower
Investments in Plan Assets                                                                   horizon for all major foreign benefit plans. Although our policy is to
   Our investment strategy on domestic benefit plans is to invest all                        invest in a risk-diversified portfolio consisting of a mix of assets,
contributions in stable insurance policies.                                                  both the defined benefit obligation and plan assets can fluctuate
   Our investment strategies for foreign benefit plans vary                                  over time, which exposes the Group to actuarial and market
according to the conditions in the country in which the respective                           (investment) risks. Depending on the statutory requirements in
benefit plans are situated. We have adopted a long-term investment                           each country, it might be necessary to reduce any underfunding by
                                                                                             addition of liquid assets.
                                                                                                                                                                       F-23
Plan Asset Allocation
€ millions                                                                                                   2018                                   2017
   Our expected contribution in 2019 to our domestic and foreign           Total Expense of Defined Contribution Plans and
defined benefit pension plans is immaterial. The weighted duration         State Plans
of our defined benefit plans amounted to 12 years as at
                                                                           € millions                                2018               2017        2016
December 31, 2018, and 13 years as at December 31, 2017.
   Total future benefit payments from our defined benefit plans as         Defined contribution plans                280                260          234
at December 31, 2018, are expected to be €1,783 million (2017:             State plans                               630                603          529
€1,670 million). Of this amount, 80% has maturities of over five           Total expense                              910               863          763
years, and 66% relates to domestic plans.
   Other employee-related liabilities mainly relate to bonus and           Other Employee-Related Provisions
sales commission obligations, vacation obligations, and employee-
                                                                            € millions                                                              2018
related social security obligations.
                                                                                                                      Current         Non-          Total
                                                                                                                                    Current
Addition 53 44 97
Release –3 –2 –5
                                                                            Currency impact                                 –1                 0       –1
                                                                            Other employee-related provisions as            25             52          77
                                                                            at 12/31/2018
                                                                                                                                                     F-24
    Employee-related provisions primarily comprise obligations for        Restructuring Expenses
time credits, severance payments, and jubilee expenses. While most
                                                                          € millions                              2018         2017         2016
of these employee-related provisions could be claimed within the
next 12 months, we do not expect the related cash outflows within         Employee-related restructuring           –19         –180          –33
this time period.                                                         expenses
                                                                          Onerous contract-related                   0           –2             5
(B.6) Restructuring                                                       restructuring expenses
                                                                                                                                             F-25
Section C – Financial Results
   This section provides insight into the financial results of SAP's     Digital Interconnect now qualifies as an operating segment. Due to
reportable segments and of SAP overall as far as not already             its size, however, Digital Interconnect is not a reportable segment.
covered by previous sections. This includes but is not limited to            The segment information for prior periods has been restated to
segment results, income taxes, and earnings per share.                   conform to the current year’s presentation.
                                                                                                                                           F-26
– Certain activities are exclusively managed on corporate level,                      outlined above, are disclosed under the Other revenue and Other
  including finance, accounting, legal, human resources, business                     expenses items in the reconciliation in Note (C.2).
  operations, and marketing. They are not included in the results of                  Information about assets and liabilities and additions to non-current
  our reportable segments.                                                            assets by segment are not regularly provided to our Executive
Revenues and expenses of our operating but non-reportable                             Board. Goodwill by segment is disclosed in Note (D.2).
segment, and the certain activities managed on corporate level, as
Cloud subscriptions and support – SaaS/PaaS1) 1,829 1,894 1,403 1,423 1,074
Cloud subscriptions and support – IaaS2) 488 506 328 334 206
Cost of cloud subscriptions and support – SaaS/PaaS1) –777 –818 –572 –581 –404
Cost of cloud subscriptions and support – IaaS2) –424 –436 –305 –307 –225
Cost of cloud subscriptions and support –1,201 –1,254 –877 –888 –630
Cost of software licenses and support –1,899 –2,031 –1,948 –1,958 –1,896
                                                                                                                                                                   F-27
SAP Business Network
€ millions                                                                                                      2018                             2017            2016
Cloud subscriptions and support – SaaS/PaaS1) 2,178 2,265 1,840 1,870 1,595
Software licenses 0 0 –1 –1 0
Software support 16 16 18 18 28
Cost of cloud subscriptions and support – SaaS/PaaS1) –483 –503 –428 –435 –384
Cost of cloud subscriptions and support –483 –503 –428 –435 –384
                                                                                                                                                                 F-28
Customer Experience
 € millions                                                                                                      2018                             2017            2016
Cloud subscriptions and support – SaaS/PaaS1) 528 539 200 203 119
Software support 1 1 0 0 0
       Services                                                                                      9               9                6               6               4
 Total segment revenue                                                                              951           970             643              654             637
Cost of cloud subscriptions and support – SaaS/PaaS1) –176 –178 –81 –82 –30
Cost of cloud subscriptions and support –176 –178 –81 –82 –30
Cost of software licenses and support –20 –20 –45 –45 –54
Cost of services –3 –3 –1 –1 –1
                                                                                                                                                      Actual Currency
                                    Applications, Technology &         SAP Business Network                 Customer Experience            Total Reportable Segments
                                                      Services
For a breakdown of revenue by region for the SAP Group, see Note (A.1).
                                                                                                                                                                  F-29
(C.2) Reconciliation of Segment Measures to Income Statement
€ millions                                                                                                      2018                             2017            2016
Total segment revenue for reportable segments 24,386 25,596 23,122 23,419 21,773
Total segment profit for reportable segments 9,415 9,867 8,951 9,103 8,840
Adjustment for
                                                                                                                                                                  F-30
(C.3) Other Non-Operating                                                 € millions                           Adjustments as     Adjustments as
                                                                                                                at 12/31/2017      at 12/31/2016
Income/Expense, Net
                                                                          Other non-financial assets                        66                 65
 € millions                                      2018   2017     2016
                                                                          Tax assets                                       –91               –80
 Foreign currency exchange gain/loss, net         –31    –12     –210
                                                                          Total non-current assets                        –25                 –15
    Thereof from financial assets at fair         444    615      531
    value through profit or loss                                          Total assets                                    –25                 –15
                                                                                                                                             F-31
Tax Expense by Geographic Location                                   Relationship Between Tax Expense and Profit
                                                                     Before Tax
€ millions                           2018        2017         2016
                                                                     € millions, unless otherwise      2018      2017   2016
Current tax expense                                                  stated
Germany                               733         935         866      Profit before tax               5,600    5,029   4,872
Foreign                              1,019         716         537   Tax expense at applicable tax     1,478    1,327   1,286
                                                                     rate of 26.4%
Total current tax expense            1,752       1,651       1,403   (2017: 26.4%; 2016: 26.4%)
Deferred tax expense/income
                                                                     Tax effect of:
Germany                                57        –584         –38
                                                                        Foreign tax rates               –147    –403    –107
Foreign                              –298         –84         –123
                                                                        Changes in tax laws and tax        0    –212       3
Total deferred tax income            –241        –668         –161      rates
Total income tax expense 1,511 983 1,242 Non-deductible expenses 106 82 78
Origination and reversal of          –501        –891        –403      Total income tax expense         1,511    983    1,242
temporary differences
                                                                     Effective tax rate (in %)          27.0     19.5    25.5
Unused tax losses, research and       260         223         242
development tax credits, and
foreign tax credits
                                                                                                                         F-32
Components of Recognized Deferred Tax Assets                         Of the unused tax losses, €213 million (2017: €263 million; 2016:
and Liabilities                                                  €309 million) relate to U.S. state tax loss carryforwards.
                                                                     In 2018, subsidiaries that suffered a tax loss in either the current
€ millions                                       2018    2017
                                                                 or the preceding period recognized deferred tax assets in excess of
Deferred tax assets                                              deferred tax liabilities amounting to €47 million (2017: €79 million;
Intangible assets                                 668     563    2016: €189 million), because it is probable that sufficient future
                                                                 taxable profit will be available to allow the benefit of the deferred tax
Property, plant, and equipment                     28       10
                                                                 assets to be utilized.
Other financial assets                              11      12       We have not recognized a deferred tax liability on approximately
Trade and other receivables                        55      57    €14.04 billion (2017: €13.21 billion) for undistributed profits of our
                                                                 subsidiaries, because we are in a position to control the timing of the
Pension provisions                                 116     112
                                                                 reversal of the temporary difference and it is probable that such
Share-based payments                              140     164    differences will not reverse in the foreseeable future.
Other provisions and obligations                  424     408
                                                                                                                                     F-33
Section D – Invested Capital
   This section highlights the non-current assets including              representing consideration transferred in cash of approximately
investments that form the basis of our operating activities.             US$2.4 billion. The acquisition aims to accelerate and strengthen
Additions in invested capital include separate asset acquisitions or     SAP’s position and solution offerings in the Sales Performance
business combinations. Further, we disclose information about            Management (SPM) and configure-price-quote (CPQ) spaces.
purchase obligations and capital contributions.
Acquisition of Callidus
  On April 5, 2018, following satisfaction of applicable regulatory
and other approvals, we acquired 100% of the shares of Callidus
(NDSQ: CALD), a leading provider of customer relationship
management (CRM) solutions. SAP paid US$36 per share,
                                                                                                                                            F-34
Callidus Acquisition: Recognized Assets and                                         Had Callidus been consolidated as at January 1, 2018, our
Liabilities                                                                      estimated pro forma revenue for the reporting period would have
                                                                                 been €24,766 million, and pro forma profit after tax would have
 € millions
                                                                                 been €4,071 million.
 Cash and cash equivalents                                                 63       These amounts were calculated after applying SAP’s accounting
 Other financial assets                                                    64    policies and after adjusting the results for Callidus to reflect
                                                                                 significant effects from, for example:
 Trade and other receivables                                               32
                                                                                 – Additional depreciation and amortization that would have been
 Other non-financial assets                                                 11      charged assuming the fair value adjustment to property, plant,
 Property, plant, and equipment                                            26       and equipment, and to intangible assets had been applied from
                                                                                    January 1, 2018
 Intangible assets                                                        515
                                                                                 – The impact of fair value adjustments on contract
   Thereof acquired technology                                            121       liabilities/deferred income on a cumulative basis
   Thereof customer relationship and other intangibles                   390     – The borrowing costs on the funding levels and debt/equity
                                                                                    position of SAP after the business combination
   Thereof software and database licenses                                   4
                                                                                 – Employee benefits, such as share-based compensation
 Total identifiable assets                                                711    – Transaction expenses incurred as part of the acquisition
 Trade and other payables                                                  55    – Related income taxes
 Goodwill                                                               1,483
                                                                                 (D.2) Goodwill
 Total consideration transferred                                       2,004
                                                                                   Accounting Policies, Judgments, and Estimates
   The goodwill arising from our acquisitions consists largely of                The annual goodwill impairment test is performed at the level of our
synergies and the know-how and technical skills of the acquired                  operating segments since there are no lower levels in SAP at which
businesses’ workforces.                                                          goodwill is monitored for internal management purposes. The test is
   For the Callidus acquisition, we expect synergies particularly in             performed at the same time (at the beginning of the fourth quarter)
the following areas:                                                             for all operating segments.
– Cross-selling opportunities of Callidus products to existing SAP               In making impairment assessments for our goodwill and intangible
   customers across all regions, using SAP’s sales organization                  assets, the outcome of these tests is highly dependent on
– Integrating Callidus products into SAP C/4 HANA to strengthen                  management’s assumptions regarding future cash flow projections
   SAP’s customer experience suite of solutions                                  and economic risks, which require significant judgment and
– Improved profitability in Callidus sales and operations                        assumptions about future developments. They can be affected by a
                                                                                 variety of factors, including:
   We have allocated the Callidus goodwill and intangibles to the                – Changes in business strategy
newly established Customer Experience segment. For more
                                                                                 – Internal forecasts
information about our segments and about the changes in our
segment structure, see Note (C.1).                                               – Estimation of weighted-average cost of capital
                                                                                 Changes to the assumptions underlying our goodwill and intangible
                                                                                 assets impairment assessments could require material adjustments
Impact of the Business Combination on Our
                                                                                 to the carrying amount of our recognized goodwill and intangible
Financial Statements
                                                                                 assets as well as the amounts of impairment charges recognized in
    The amounts of revenue and profit or loss of the Callidus                    profit or loss.
business acquired in 2018 since the acquisition date are included in
                                                                                 The outcome of goodwill impairment tests may also depend on the
the consolidated income statements for the reporting period as
                                                                                 allocation of goodwill to our operating segments. This allocation
follows:
                                                                                 involves judgment as it is based on our estimates regarding which
Callidus Acquisition: Impact on SAP’s Financials                                 operating segments are expected to benefit from the synergies of
                                                                                 business combinations.
 € millions                                             2018     Contribution
                                                  as Reported      of Callidus
                                                                                                                                                   F-35
Goodwill                                                                   For more information about our segments and the changes in
                                                                         2018, see Note (C.1).
 € millions
                                                                           For impairment testing purposes, the carrying amount of
 Historical cost                                                         goodwill has been allocated to the operating segments expected to
 1/1/2017                                                    23,415      benefit from goodwill as follows:
12/31/2017 21,371
12/31/2018 23,827
Accumulated amortization
1/1/2017 104
12/31/2017 100
12/31/2018 102
Carrying amount
12/31/2017 21,271
12/31/2018 23,725
   At the end of 2018, the goodwill allocated to the Customer               The key assumptions on which management based its cash flow
Experience segment includes goodwill of €1,656 million reallocated       projections for the period covered by the underlying business plans
from the Applications, Technology & Services segment due to the          are as follows:
changes in segment composition in 2018.
                                                                                                                                        F-36
Key Assumption                        Basis for Determining Values Assigned to Key Assumption
Budgeted revenue growth               Revenue growth rate achieved in the current fiscal year, adjusted for an expected increase in SAP’s
                                      addressable cloud and database markets; expected growth in the established software applications and
                                      analytics markets. Values assigned reflect our past experience and our expectations regarding an
                                      increase in the addressable markets.
Budgeted operating margin             Operating margin budgeted for a given budget period equals the operating margin achieved in the current
                                      fiscal year, increased by expected efficiency gains. Values assigned reflect past experience, except for
                                      efficiency gains.
Discount rates                        Our estimated cash flow projections are discounted to present value using discount rates (after-tax rates
                                      for the SAP Business Network segment and pre-tax rates for all other segments). Pre-tax discount rates
                                      are based on the weighted average cost of capital (WACC) approach.
Terminal growth rate                  Our estimated cash flow projections for periods beyond the business plan were extrapolated using
                                      segment-specific terminal growth rates. These growth rates do not exceed the long-term average growth
                                      rates for the markets in which our segments operate.
Applications, Technology & Services                                                 The recoverable amount exceeds the carrying amount by
                                                                                 €13,580 million (2017: €8,143 million).
   The recoverable amount of the segment has been determined
                                                                                    The following table shows the amounts by which the key
based on a value-in-use calculation. The calculation uses cash flow
                                                                                 assumptions would need to change individually for the recoverable
projections based on actual operating results and a group-wide
                                                                                 amount to be equal to the carrying amount:
business plan approved by management.
   We believe that no reasonably possible change in any of the
above key assumptions would cause the carrying amount of our                     Sensitivity to Change in Assumptions
Applications, Technology & Services segment to exceed the
recoverable amount.                                                                                                             SAP Business Network
                                                                                                                                   2018         2017
SAP Business Network                                                             Budgeted revenue growth (change in pp)           –11.8         –8.6
   The recoverable amount of the segment has been determined                     After-tax discount rate (change in pp)                6.6        4.3
based on fair value less costs of disposal calculation. The fair value
                                                                                 Target operating margin at the end of the             –22       –17
measurement was categorized as a level 3 fair value based on the                 budgeted period (change in pp)
inputs used in the valuation technique. The cash flow projections are
based on actual operating results and specific estimates covering a
detailed planning period and the terminal growth rate thereafter.                Customer Experience
The projected results were determined based on management’s                         The recoverable amount of the segment has been determined
estimates and are consistent with the assumptions a market                       based on a value-in-use calculation. The calculation uses cash flow
participant would make. The segment operates in a relatively                     projections based on actual operating results and a group-wide
immature area with significant growth rates projected for the near               business plan approved by management. The recoverable amount
future. We therefore have a longer and more detailed planning                    exceeds the carrying amount by €8,476 million.
period than one would apply in a more mature segment.                               The following table shows the amounts by which the key
   We are using a target operating margin of 33% (2017: 33%) for                 assumptions would need to change individually for the recoverable
the segment at the end of the budgeted period as a key assumption,               amount to be equal to the carrying amount:
which is within the range of expectations of market participants (for
example, industry analysts).
                                                                                                                                                 F-37
Sensitivity to Change in Assumptions                                   sales and marketing, and general and administration, depending on
                                                                       the use of the respective intangible assets.
                                                 Customer Experience
                                                                       Judgment is required in determining the following:
                                                  2018          2017
                                                                       – The useful life of an intangible asset, as this is based on our
Budgeted revenue growth (change in pp)             –8.3           NA     estimates regarding the period over which the intangible asset is
                                                                         expected to produce economic benefits to us
Pre-tax discount rate (change in pp)               10.2           NA
                                                                       – The amortization method, as IFRS requires the straight-line
Target operating margin at the end of the          –28            NA
budgeted period (change in pp)                                           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
(D.3) Intangible Assets                                                Both the amortization period and the amortization method have an
                                                                       impact on the amortization expense that is recorded in each period.
  Accounting Policies, Judgments, and Estimates
                                                                       Determining whether internally generated intangible assets from
We classify intangible assets according to their nature and use in
                                                                       development qualify for recognition requires significant judgment,
our operations. Software and database licenses consist primarily of
                                                                       particularly in the following areas:
technology for internal use, whereas acquired technology consists
primarily of purchased software to be incorporated into our product    – Determining whether activities should be considered research
offerings and in-process research and development (IPRD).                activities or development activities
Customer relationship and other intangibles consist primarily of       – Determining whether the conditions for recognizing an intangible
customer relationships and acquired trademark licenses.                  asset are met requires assumptions about future market
All our purchased intangible assets other than goodwill have finite      conditions, customer demand, and other developments.
useful lives. They are initially measured at acquisition cost and      – The term “technical feasibility” is not defined in IFRS, and
subsequently amortized based on the expected consumption of              therefore determining whether the completion of an asset is
economic benefits over their estimated useful lives ranging from         technically feasible requires judgment and a company-specific
two to 20 years.                                                         approach.
Acquired in-process research and development project assets are        – Determining the future ability to use or sell the intangible asset
typically amortized over five to seven years (starting upon              arising from the development and the determination of the
completion / marketing of the respective projects).                      probability of future benefits from sale or use
Whereas in general, expenses for internally generated intangibles      – Determining whether a cost is directly or indirectly attributable to
are expensed as incurred, development expenses incurred on               an intangible asset and whether a cost is necessary for
standard-related customer development projects (for which the            completing a development
IAS 38 criteria are met cumulatively) are capitalized on a limited     These judgments impact the total amount of intangible assets that
scale with those amounts being amortized over the estimated useful     we present in our balance sheet as well as the timing of recognizing
life of eight years.                                                   development expenses in profit or loss.
Amortization expenses of intangible assets are classified as cost of
cloud and software, cost of services, research and development,
                                                                                                                                         F-38
Intangible Assets
€ millions                                     Software and           Acquired             Customer                 Total
                                          Database Licenses   Technology/IPRD       Relationship and
                                                                                    Other Intangibles
Historical cost
Adoption of IFRS 15 0 0 14 14
Transfers 25 0 –28 –3
Accumulated amortization
Carrying amount
                                                                                                                     F-39
(D.4) Property, Plant, and Equipment                                       Useful Lives of Property, Plant, and Equipment
  Accounting Policies, Judgments, and Estimates                            Buildings                                                      Predominantly
                                                                                                                                          25 to 50 years
Property, plant, and equipment are typically depreciated using the
straight-line method. Judgment is required in estimating the useful        Leasehold improvements             Based on the term of the lease contract
life of the assets. In this assessment we consider, among others, our
                                                                           Information technology                                           2 to 6 years
history with similar assets and current and future changes in              equipment
technology.
                                                                           Office furniture                                                4 to 20 years
Automobiles 4 to 5 years
   The additions (other than from business combinations) relate           profit or loss (FVTPL), depending on the contractual cash flows of
primarily to the replacement and purchase of IT infrastructure (data      and our business model for holding the respective asset.
centers, and so on) and the construction of new buildings. For more
                                                                          For equity securities, as the cash flow characteristics are typically
information about the expected effect of the initial application of
                                                                          other than solely principal and interest, we take an investment-by-
IFRS 16, see Note (IN.1).
                                                                          investment decision whether to classify as FVTPL or FVOCI.
                                                                          Judgment is required particularly in estimating the fair values of
(D.5) Equity Investments                                                  equity securities that are not listed publicly.
  Accounting Policies, Judgments, and Estimates                           Gains / losses on equity securities at FVTPL include gains / losses
As we do not designate financial assets as “at fair value through         from fair value fluctuations, from disposals as well as dividends
profit or loss,” we generally classify financial assets into the          while gains / losses on equity securities at FVOCI only include
following categories: at amortized cost (AC), at fair value through       dividends, all of which are shown in Financial Income, net. Regular
other comprehensive income (FVOCI), and at fair value through             way purchases and sales are recorded as at the trade date.
Equity Investments
€ millions                                                                                      2018                                               2017
Investments in associates 0 26 26 0 32 32
For a list of the names of other equity investments, see Note (G.10).
                                                                                                                                                    F-40
Financial Commitments in Venture Capital Funds                          Americas                                    22,380                 19,500
 € millions                                        2018         2017    APJ                                             922                   723
 Investments in venture capital funds               187          182    SAP Group                                   32,228                 28,276
   SAP invests and holds interests in unrelated parties that manage       For a breakdown of our employee headcount by region, see
investments in venture capital. On December 31, 2018, total            Note (B.1), and for a breakdown of revenue by region, see
commitments to make such investments amounted to €418 million          Note (A.1).
(2017: €342 million), of which €232 million had been drawn (2017:
€161 million). By investing in such venture capital funds, we are
exposed to the risks inherent in the business areas in which the
entities operate. Our maximum exposure to loss is the amount           (D.7) Purchase Obligations
invested plus unavoidable future capital contributions.
                                                                        € millions                                              2018         2017
                                                                                                                                              F-41
Section E – Capital Structure,
Financing, and Liquidity
   This section describes how SAP manages its capital structure.                 customer confidence, and to support the growth of our business.
Our capital management is based on a high equity ratio, modest                   We seek to maintain a capital structure that will allow us to cover
financial leverage, a well-balanced maturity profile, and deep debt              our funding requirements through the capital markets on
capacity.                                                                        reasonable terms and, in so doing, ensure a high level of
                                                                                 independence, confidence, and financial flexibility.
(E.1) Capital Structure Management                                                  SAP SE’s long-term credit rating is “A2” by Moody’s with stable
                                                                                 outlook, and “A” by Standard & Poor’s. Standard & Poor’s revised
  The primary objective of our capital structure management is to                the outlook from positive to stable in 2018.
maintain a strong financial profile for investor, creditor, and
                                                                                       12/31/2018                              12/31/2017           ∆ in %
                                                                  € millions                   % of         € millions               % of
                                                                                   Total Equity and                      Total Equity and
                                                                                          Liabilities                           Liabilities
   Equity                                                             28,877                      56            25,515                 60               13
                                                                                                                                                      F-42
Authorized Shares                                                                   Contingent Shares
   The Articles of Incorporation authorize the Executive Board to
                                                                                       SAP SE’s share capital is subject to a contingent capital increase,
increase the issued capital as follows:
                                                                                    which may be effected only to the extent that the holders or
– By up to a total amount of €250 million by issuing new no-par
                                                                                    creditors of convertible bonds or stock options issued or
   value bearer shares against contributions in cash until
                                                                                    guaranteed by SAP SE or any of its directly or indirectly controlled
   May 19, 2020 (Authorized Capital I). The issuance is subject to
                                                                                    subsidiaries under certain share-based payments exercise their
   the statutory subscription rights of existing shareholders.
                                                                                    conversion or subscription rights, and no other methods for
– By up to a total amount of €250 million by issuing new no-par
                                                                                    servicing these rights are used. As at December 31, 2018,
   value bearer shares against contributions in cash or in kind until
                                                                                    €100 million, representing 100 million shares, was still available for
   May 19, 2020 (Authorized Capital II). Subject to the consent of
                                                                                    issuance (2017: €100 million).
   the Supervisory Board, the Executive Board is authorized to
   exclude the shareholders’ statutory subscription rights in certain
   cases.
 Other comprehensive income for items that will be reclassified to profit or loss, net              839              –43                –11              785
 of tax
 Other comprehensive income for items that will be reclassified to profit or loss, net           –2,732              –135               29            –2,838
 of tax
 Other comprehensive income for items that will be reclassified to profit or loss, net              910                 0              –23               887
 of tax
Treasury Shares
                                                                                    Distribution Policy and Dividends
    By resolution of SAP SE’s General Meeting of Shareholders held
on May 17, 2018, the authorization granted by the General Meeting                       Our general intention is to remain in a position to return liquidity
of Shareholders on June 4, 2013, regarding the acquisition of                       to our shareholders by distributing annual dividends totaling 40% or
treasury shares was revoked to the extent it had not been exercised                 more of our profit after tax and by potentially repurchasing treasury
at that time, and replaced by a new authorization of the Executive                  shares in future.
Board of SAP SE to acquire, on or before May 16, 2023, shares of                        In 2018, we distributed €1,671 million (€1.40 per share) in
SAP SE representing a pro rata amount of capital stock of up to                     dividends for 2017 compared to €1,499 million (€1.25 per share)
€120 million in aggregate, provided that the shares purchased                       paid in 2017 for 2016 and €1,378 million (€1.15 per share) paid in
under the authorization, together with any other shares in the                      2016 for 2015. Aside from the distributed dividend, in 2017, we also
Company previously acquired and held by, or attributable to,                        returned €500 million to our shareholders by repurchasing treasury
SAP SE do not account for more than 10% of SAP SE’s issued share                    shares.
capital. Although treasury shares are legally considered                                The total dividend available for distribution to SAP SE
outstanding, there are no dividend or voting rights associated with                 shareholders is based on the profits of SAP SE as reported in its
them. We may redeem or resell shares held in treasury, or we may                    statutory financial statements prepared under the accounting rules
use treasury shares for the purpose of servicing option or                          in the German Commercial Code (Handelsgesetzbuch). For the year
conversion rights under the Company’s share-based payment                           ended December 31, 2018, the Executive Board intends to propose
plans. Also, we may use shares held in treasury as consideration in                 that a dividend of €1.50 per share (that is, an estimated total
connection with mergers with, or acquisitions of, other companies.                  dividend of €1,790 million), be paid from the profits of SAP SE.
                                                                                                                                                       F-43
(E.3) Liquidity                                                               spread for a prolonged time period while the overall market
                                                                              environment remains generally stable. Such financial assets are
   Accounting Policies                                                        written off either partially or in full if the likelihood of recovery is
Non-Derivative Financial Debt Investments                                     considered remote, which might be evidenced, for example, by
Our non-derivative financial debt investments comprise cash at                the bankruptcy of a counterparty of such financial assets.
banks and cash equivalents (highly liquid investments with original        – Loans and other financial receivables are monitored based on
maturities of three months or less, such as time deposits and                borrower-specific internal and external information to determine
money-market funds), loans and other financial receivables, and              whether there has been a significant increase in credit risk since
acquired debt securities.                                                    initial recognition. We consider such assets to be in default if they
As we do not designate financial assets as “at fair value through            are significantly beyond their due date or if the borrower is
profit or loss,” we generally classify financial assets as: at amortized     unlikely to pay its obligation. A write-off occurs when the
cost (AC), at fair value through other comprehensive income                  likelihood of recovery is considered remote, for example when
(FVOCI), or at fair value through profit or loss (FVTPL), depending          bankruptcy proceedings have been finalized or when all
on the contractual cash flows of, and our business model for,                enforcement efforts have been exhausted.
holding the respective asset. Financial assets having cash flow
characteristics other than solely principal and interest such as           Non-Derivative Financial Liabilities
money market and similar funds are generally classified as FVTPL.
                                                                           Non-derivative financial liabilities include bank loans, issued bonds,
Generally, all other financial assets with cash flows consisting solely
                                                                           private placements, and other financial liabilities. Included in other
of principal and interest are classified as AC because we follow a
                                                                           financial liabilities are customer funding liabilities which are funds
conservative investment approach, safeguarding our liquidity by
                                                                           we draw from and make payments on behalf of our customers for
ensuring the safety of principal investment amounts.
                                                                           customers’ employee expense reimbursements, related credit card
Gains / losses on non-derivative financial debt investments at             payments, and vendor payments. We present these funds in cash
FVTPL are reported in Financial income, net and show interest              and cash equivalents and record our obligation to make these
income / expenses separately from other gains / losses which               expense reimbursements and payments on behalf of our customers
include gains / losses from fair value fluctuations and disposals.         as customer funding liabilities.
Gains / losses on non-derivative financial debt investments at AC
                                                                           As we do not designate financial liabilities as FVTPL, we generally
are reported in Financial income, net and show interest income /
                                                                           classify non-derivative financial liabilities as AC.
expenses separately from other gains / losses which include gains /
losses disposals and changes in expected and incurred credit               Expenses and gains or losses on financial liabilities at AC mainly
losses. Gains / losses from foreign currency exchange rate                 consist of interest expense which is shown in Financial income, net.
fluctuations are included in Other non-operating income/expense,           Gains / losses from foreign currency exchange rate fluctuations are
net. Regular way purchases and sales are recorded as at the trade          included in Other non-operating income/expense, net.
date.
For these financial assets, we apply considerable judgment by
                                                                           Group Liquidity
employing the general impairment approach as follows:
                                                                            € millions                                2018          2017             ∆
– For cash at banks, time deposits, and debt securities such as
  acquired bonds and commercial paper, we apply the low credit                Cash and cash equivalents              8,627          4,011        4,617
  risk exception, as it is our policy to invest only in high-quality        Current time deposits and debt              211          774          –563
  assets of issuers with a minimum rating of at least investment            securities
  grade to minimize the risk of credit losses. Thus, these assets are
                                                                            Group liquidity                          8,838         4,785         4,053
  always allocated to stage 1 of the three-stage credit loss model,
  and we record a loss allowance at an amount equal to 12-month             Current financial debt                    –759        –1,299           540
  expected credit losses. This loss allowance is calculated based           Non-current financial debt             –10,572        –4,965        –5,607
  on our exposure at the respective reporting date, the loss given
                                                                            Financial debt                         –11,331       –6,264        –5,067
  default for this exposure, and the credit default swap spread as a
  measure for the probability of default. Even though we invest             Net liquidity                          –2,493         –1,479        –1,013
  only in assets of at least investment-grade, we also closely
  observe the development of credit default swap spreads as a                  While we continuously monitor the ratios presented in the capital
  measure of market participants’ assessments of the                       structure table, we actively manage our liquidity and structure of
  creditworthiness of a debtor to evaluate probable significant            our financial indebtedness based on the ratios group liquidity and
  increases in credit risk to timely react to changes should these         net liquidity.
  manifest. Among others, we consider cash at banks, time                      Group liquidity consists of cash at banks, money market and
  deposits, and debt securities to be in default when the                  other funds, time deposits, and debt securities (both with remaining
  counterparty is unlikely to pay its obligations in full, when there is   maturities of less than one year). Financial debt is defined as the
  information about a counterparty’s financial difficulties or if there    nominal volume of bank loans, private placements, and bonds. Net
  is a drastic increase in a counterparty’s credit default swap            liquidity is group liquidity less financial debt.
                                                                                                                                                  F-44
Cash and Cash Equivalents
€ millions                                                                                             2018                                               2017
Debt securities 77 0 77 39 0 39
Financial instruments related to employee benefit plans 0 165 165 0 155 155
Non-derivative financial debt investments 268 256 524 832 260 1,092
   Time deposits and debt securities with original maturity of three         acquired bonds of mainly financial and non-financial corporations
months or less are presented as cash and cash equivalents, and               and municipalities.
those with original maturities of greater than three months                     For more information about financial risk and the nature of risk,
(investments considered in group liquidity) are presented as other           see Note (F.1).
financial assets. Debt securities consist of commercial papers and
Financial Debt
 € millions                                                                     2018                                                                      2017
                            Current       Non-        Current       Non-        Total        Current             Non-         Current         Non-        Total
                                        Current                   Current                                      Current                      Current
Bonds 750 9,512 759 9,445 10,204 1,150 4,000 1,149 3,997 5,147
    Bank loans                    9            49            9        49          58             24                 0                24             0       24
 Financial debt                  759        10,572         768    10,536      11,303          1,299             4,965              1,298      5,002      6,301
   Financial liabilities are unsecured, except for the retention of title        For information about the risk associated with our financial
and similar rights customary in our industry. Effective interest rates       liabilities, see Note (F.1). For information about fair values, see
on our financial debt (including the effects from interest rate swaps)       Note (F.2).
were 1.33% in 2018, 1.29% in 2017, and 1.25% in 2016.
                                                                                                                                                           F-45
Bonds
                                                                                                                                2018                2017
                                   Maturity      Issue Price      Coupon Rate           Effective Nominal Volume             Carrying            Carrying
                                                                                    Interest Rate   (in respective           Amount              Amount
                                                                                                       currency in     (in € millions)     (in € millions)
                                                                                                          millions)
Eurobond 6 – 2012 2019 99.307% 2.125% (fix) 2.29% €750 759 768
Eurobond 8 – 2014 2023 99.478% 1.125% (fix) 1.24% €1,000 996 995
Eurobond 9 – 2014 2027 99.284% 1.750% (fix) 1.87% €1,000 992 991
Eurobond 11 – 2015 2020 100.000% 0.000% (var.) 0.07% €650 649 649
Eurobond 12 – 2015 2025 99.264% 1.000% (fix) 1.13% €600 595 594
USD bond – 2018 2025 100.000% 3.306% (var.) 3.35% US$300 262 0
All of our Eurobonds are listed for trading on the Luxembourg Stock Exchange.
Private Placements
                                                                                                                                2018                 2017
                                                Maturity       Coupon Rate    Effective Interest   Nominal Volume            Carrying    Carrying Amount
                                                                                           Rate      (in respective          Amount         (in € millions)
                                                                                                        currency in    (in € millions)
                                                                                                           millions)
The U.S. private placement notes were issued by one of our subsidiaries that has the U.S. dollar as its functional currency.
                                                                                                                                                      F-46
€ millions                                    12/31/2017   Cash Flows      Business     Foreign   Fair Value    Other   12/31/2018
                                                                        Combinations   Currency    Changes
Accrued interest 34 0 0 –1 0 14 47
€ millions                                    12/31/2016   Cash Flows      Business     Foreign   Fair Value    Other   12/31/2017
                                                                        Combinations   Currency    Changes
Accrued interest 45 0 0 –2 0 –9 34
                                                                                                                              F-47
Section F – Management of Financial
Risk Factors
   This section discusses financial risk factors and risk                    immediately recognized in Financial Income, net in profit and loss.
management regarding foreign currency exchange rate risk, interest           Amounts accumulated in other comprehensive income are
rate risk, equity price risk, credit risk, and liquidity risk. Further, it   reclassified to profit and loss to Other non-operating
contains information about financial instruments, including the              income/expense, net and Financial income, net in the same period
adoption of IFRS 9 ‘Financial Instruments.’                                  when the hedged item affects profit and loss.
                                                                             b) Fair Value Hedge
                                                                             We apply fair value hedge accounting for certain of our fixed-rate
(F.1) Financial Risk Factors and Risk                                        financial liabilities and show the fair value fluctuations in Financial
Management                                                                   income, net.
   Accounting policies                                                       c) Valuation and Testing of Effectiveness
We use derivatives to hedge foreign currency risk or interest rate           At inception of a designated hedging relationship, we document our
risk and designate them as cash flow or fair value hedges if they            risk management strategy and the economic relationship between
qualify for hedge accounting under IFRS 9, which involves judgment.          hedged item and hedging instrument. The existence of an economic
                                                                             relationship is demonstrated as well as the effectiveness of the
Derivatives Not Designated as Hedging                                        hedging relationship tested prospectively by applying the critical
Instruments                                                                  terms match for our foreign currency hedges, since currencies,
Many transactions constitute economic hedges, and therefore                  maturities, and the amounts are closely aligned for the forecasted
contribute effectively to the securing of financial risks but do not         transactions and for the spot element of the forward exchange rate
qualify for hedge accounting under IFRS 9. To hedge currency risks           contract or intrinsic value of the currency options, respectively. For
inherent in foreign-currency denominated and recognized monetary             interest rate swaps, effectiveness is tested prospectively using
assets and liabilities, we do not designate our held-for-trading             statistical methods in the form of a regression analysis, by which the
derivative financial instruments as accounting hedges, because the           validity and extent of the relationship between the change in value of
profits and losses from the underlying transactions are recognized           the hedged items as the independent variable and the fair value
in profit or loss in the same periods as the profits or losses from the      change of the derivatives as the dependent variable is determined.
derivatives.                                                                 The main sources of ineffectiveness are:
In addition, we occasionally have contracts that contain foreign             – The effect of the counterparty and our own credit risk on the fair
currency embedded derivatives that are required to be accounted                value of the forward exchange contracts and interest rate swaps,
for separately.                                                                which is not reflected in the respective hedged item, and
Fair value fluctuations in the spot component of such derivatives at         – Differences in the timing of hedged item and hedged transaction
FVTPL are included in Other non-operating income/expense, net                  in our cash flow hedges.
while the forward element is shown in Financial income, net.
Derivatives Designated as Hedging Instruments                                    We are exposed to various financial risks, such as market risks
a) Cash Flow Hedge                                                           (that is, foreign currency exchange rate risk, interest rate risk, and
                                                                             equity price risk), credit risk, and liquidity risk.
In general, we apply cash flow hedge accounting to the foreign
                                                                                 We manage market risks, credit risk, and liquidity risk on a
currency risk of highly probable forecasted transactions. With
                                                                             Group-wide basis through our global treasury department, global
regard to foreign currency risk, hedge accounting relates to the spot
                                                                             risk management, and global credit management. Risk
price and the intrinsic values of the derivatives designated and
                                                                             management policies are established to identify risks, to set
qualifying as cash flow hedges. Accordingly, the effective portion of
                                                                             appropriate risk limits, and to monitor risks. Risk management
these components determined on a present value basis is recorded
                                                                             policies and hedging strategies are laid out in our internal guidelines
in other comprehensive income. The forward element and time
                                                                             (for example, treasury guideline and other internal guidelines), and
element as well as foreign currency basis spreads excluded from the
                                                                             are subject to continuous internal review and analysis to reflect
hedging relationship are recorded as cost of hedging in a separate
                                                                             changes in market conditions and our business.
position in other comprehensive income. As the amounts are not
                                                                                 We only purchase derivative financial instruments to reduce risks
material, they are presented together with the effective portion of
                                                                             and not for speculation, which is defined as entering into derivative
the cash flow hedges in our consolidated statements of
                                                                             instruments without a corresponding underlying transaction.
comprehensive income and consolidated statements of changes in
equity. All other components including counterparty credit risk
adjustments of the derivative and the ineffective portion are
                                                                                                                                                  F-48
Foreign Currency Exchange Rate Risk                                       transactions are expected to occur and to be recognized in profit or
                                                                          loss monthly within a time frame of 12 months from the date of the
Foreign Currency Exchange Rate Risk Factors                               statement of financial position.
    As we are active worldwide, our ordinary operations are subject          The amounts as at December 31, 2018, relating to items
to risks associated with fluctuations in foreign currencies. Since the    designated as hedged items were as follows:
Group’s entities mainly conduct their operating business in their
own functional currencies, our risk of exchange rate fluctuations         Designated Hedged Items in Foreign Currency
from ongoing ordinary operations is not considered significant.           Exchange Rate Hedges
However, we occasionally generate foreign-currency-denominated
receivables, payables, and other monetary items by transacting in a                                                  Forecasted License Payments
currency other than the functional currency. To mitigate the extent       € millions                                                       2018
of the associated foreign currency exchange rate risk, the majority       Change in value used for calculating                               –4
of these transactions are hedged as described below.                      hedge ineffectiveness
    In rare circumstances, transacting in a currency other than the
                                                                          Cash flow hedge                                                    –4
functional currency also leads to embedded foreign currency
                                                                          Cost of hedging                                                    –2
derivatives being separated and measured at fair value through
profit or loss.                                                           Balances remaining in cash flow hedge                               0
                                                                          reserve for which hedge accounting is
    In addition, the intellectual property (IP) holders in the SAP
                                                                          no longer applied
Group are exposed to risks associated with forecasted
intercompany cash flows in foreign currencies. These cash flows
arise out of royalty payments from subsidiaries to the respective IP         The amounts as at December 31, 2018, designated as hedging
holder. The royalties are linked to the subsidiaries’ external revenue.   instruments were as follows:
This arrangement leads to a concentration of the foreign currency
exchange rate risk with the IP holders, as the royalties are mostly       Designated Hedging Instruments in Foreign
denominated in the subsidiaries’ local currencies, while the              Currency Exchange Rate Hedges
functional currency of the IP holders with the highest royalty volume                                                Forecasted License Payments
is the euro. The highest foreign currency exchange rate exposure of
                                                                           € millions                                                       2018
this kind relates to the currencies of subsidiaries with significant
operations, for example the U.S. dollar, the pound sterling, the           Nominal amount                                                    533
Japanese yen, the Swiss franc, and the Australian dollar.                  Carrying amount
    Generally, we are not exposed to any significant foreign currency
                                                                                       Other financial assets                                  2
exchange rate risk with regard to our investing and financing
activities, as such activities are normally conducted in the functional                Other financial liabilities                            –9
currency of the investing or borrowing entity.                             Change in value recognized in OCI                                   4
    We continuously monitor our exposure to currency fluctuation           Amount reclassified from cash flow                                 22
                                                                           hedge in OCI to Other non-operating
risks based on monetary items and forecasted transactions and
                                                                           income, net
pursue a Group-wide strategy to manage foreign currency exchange
rate risk, using derivative financial instruments, primarily foreign       Amount reclassified from cost of                                   –5
                                                                           hedging in OCI to Finance income, net
exchange forward contracts, as appropriate, with the primary aim of
reducing profit or loss volatility. Most of the hedging instruments are
not designated as being in a hedge accounting relationship.                 On December 31, 2018, we held the following instruments to
                                                                          hedge exposures to changes in foreign currency:
Currency Hedges Designated as Hedging Instruments (Cash Flow
Hedges)
   We enter into derivative financial instruments, primarily foreign
exchange forward contracts, to hedge significant forecasted cash
flows (royalties) from foreign subsidiaries denominated in foreign
currencies with a hedge ratio of 1:1 and a hedge horizon of up to 12
months, which is also the maximum maturity of the foreign
exchange derivatives we use.
   For all years presented, no previously highly-probable
transaction designated as a hedged item in a foreign currency cash
flow hedge relationship ceased to be probable. Therefore, we did not
discontinue any of our cash flow hedge relationships. Also,
ineffectiveness was either not material or non-existent in all years
reported. Generally, the cash flows of the hedged forecasted
                                                                                                                                            F-49
Details on Hedging Instruments in Foreign                                            Consequently, we are only exposed to significant foreign
Currency Exchange Rate Hedges                                                     currency exchange rate fluctuations with regard to the following:
                                                                                  – The spot component of derivatives held within a designated cash
                                                                      Maturity
                                                                                     flow hedge relationship affecting other comprehensive income
                                                                          2018    – Foreign currency embedded derivatives affecting other non-
                                             1 to 6 months       6 to 12 months      operating expense, net
 Forward exchange contracts
                                                                                  – The foreign currency option held in connection with the planned
                                                                                     acquisition of Qualtrics affecting other non-operating expense,
   Net exposure in € millions                          337                 195
                                                                                     net
   Average EUR:GBP forward rate                      89.42               90.21       Thus, our foreign currency exposure (and our average/high/low
   Average EUR:JPY forward rate                     130.91              130.06    exposure) as at December 31 was as follows:
   Average EUR:CHF forward rate                        1.15                1.14   Foreign Currency Exposure
   Average EUR:AUD forward rate                        1.61                1.62
                                                                                  € billions                                          2018         2017
   All major currencies -10% (2017: all major currencies -10%; 2016:                                                        62           71          79
   Brazil real: –25%; all other major currencies –10%)
   All major currencies +10% (2017: all major currencies +10%; 2016:                                                       –62         –71          –79
   Brazil real: +25%; all other major currencies +10%)
Embedded derivatives
                                                                                                                                                    F-50
Interest Rate Risk                                                            The amounts as at December 31, 2018, designated as hedging
                                                                           instruments were as follows:
Interest Rate Risk Factors
   We are exposed to interest rate risk as a result of our investing       Designated Hedging Instruments in Interest Rate
and financing activities mainly in euros and U.S. dollars, since a         Hedges
large part of our investments are based on variable rates and/or                                                                     2018
short maturities (2018: 48%; 2017: 79%) and most of our financing
                                                                            € millions                                    Interest Rate      Interest Rate
transactions are based on fixed rates and long maturities (2018:
                                                                                                                         Swaps for EUR      Swaps for USD
83%; 2017: 71%).                                                                                                             Borrowing          Borrowing
Derivatives Designated as Hedging Instruments (Fair Value                    As at December 31, 2018, we held the following instruments to
Hedges)                                                                    hedge exposures to changes in interest rates:
    To match the interest rate risk from our financing transactions to     Details on Hedging Instruments in Interest Rate
our investments, we use receiver interest rate swaps to convert            Hedges
certain fixed-rate financial liabilities to floating, and by this means
secure the fair value of the swapped financing transactions in a 1:1                                                                                 2018
ratio. Including interest rate swaps, 71% (2017: 49%) of our total                                                                                Maturity
interest-bearing financial liabilities outstanding as at
December 31, 2018, had a fixed interest rate.                               € millions                         2019        2020           2022       2024
    The amounts as at December 31, 2018, relating to items
                                                                            EUR interest rate swaps
designated as hedged items were as follows:
                                                                               Nominal amounts                     750
Designated Hedged Items in Interest Rate Hedges
                                                                               Average variable             0.613%
                                                  2018
                                                                               interest rate
 € millions                               Fixed-Rate         Fixed-Rate
                                    Borrowing in EUR   Borrowing in USD     USD interest rate swaps
                                                                                                                                                      F-51
Interest Rate Risk Exposure
From investments 0.08 0.09 0.10 0.08 0.04 0.12 0.31 0.03
From investments (including cash) 4.24 4.16 5.65 3.50 3.80 3.78 4.10 3.52
From financing 1.96 2.08 2.32 1.45 1.81 1.94 2.31 1.80
From interest rate swaps 1.28 1.31 1.36 1.27 1.35 1.75 2.22 1.35
Interest Rate Sensitivity                                                             interest rate swaps are not reflected in the sensitivity calculation,
   A sensitivity analysis is provided to show the impact of our                       as they offset the fixed interest rate payments for the bonds and
interest rate risk exposure on profit or loss and equity in accordance                private placements as hedged items. However, changes in
with IFRS 7, considering the following:                                               market interest rates affect the amount of interest payments
– Changes in interest rates only affect the accounting for non-                       from the interest rate swap. As a consequence, we include those
   derivative fixed-rate financial instruments if they are recognized                 effects of market interest rates on interest payments in the
   at fair value. Therefore, such interest rate changes do not change                 profit-related sensitivity calculation.
   the carrying amounts of our non-derivative fixed-rate financial                    Due to the different interest rate expectations for the U.S. dollar
   liabilities, as we account for them at amortized cost. Investments              and the euro area, we base our sensitivity analyses on a yield curve
   in fixed-rate financial assets classified as available-for-sale were            upward shift of +100/+30 basis points (bps) for the U.S. dollar/euro
   not material at each year end reported. Thus, we do not consider                area (2017: +100/+25bps for the U.S. dollar/euro area; 2016:
   any fixed-rate instruments in the equity-related sensitivity                    +100/+50bps for the U.S. dollar/euro area), and a yield curve
   calculation.                                                                    downward shift of –25/–10bps for the U.S. dollar/euro area (2017:
– Income or expenses recorded in connection with non-derivative                    –25bps; 2016: –50bps).
   financial instruments with variable interest rates are subject to                  If, on December 31, 2018, 2017, and 2016, interest rates had
   interest rate risk if they are not hedged items in an effective                 been higher/lower as described above, this would not have had a
   hedge relationship. Thus, we take into consideration interest rate              material effect on financial income, net, for our variable interest rate
   changes relating to our variable-rate financing and our                         investments and would have had the following effects on financial
   investments in money market instruments in the profit-related                   income, net.
   sensitivity calculation.
– The designation of interest rate receiver swaps in a fair value
   hedge relationship leads to interest rate changes affecting
   financial income, net. The fair value movements related to the
   Interest rates +100 bps for U.S. dollar area/+30 bps for euro area (2017: +100/+25 bps for U.S.                  –20                 –26                –46
   dollar/euro area; 2016: +100/+50 bps for U.S. dollar/euro area)
   Interest rates –25 bps for U.S. dollar/–10 bps for euro area (2017: –25 bps for U.S. dollar/euro                      5                 9                 29
   area; 2016: –50 bps for U.S. dollar/euro area)
Variable-rate financing
   Interest rates +100 bps for U.S. dollar area/+25 bps for euro area (2017: +25 bps for euro area;                    –24                –5                –21
   2016: +50 bps for euro area)
   Interest rates –25 bps for U.S. dollar/–10 bps for for euro area (2017: –25 bps for euro area;                        4                 0                  0
   2016: –50 bps for euro area)
                                                                                                                                                            F-52
investees. The fair value of our listed equity investments depends on       of only in the case of default of the counterparty to the investment.
the equity prices, while the fair value of the unlisted equity              In the absence of other significant agreements to reduce our credit
investments is influenced by various unobservable input factors.            risk exposure, the total amounts recognized as cash and cash
   We also monitor the exposure with regard to our share-based              equivalents, current investments, loans, and other financial
payment plans. To reduce resulting profit or loss volatility, we hedge      receivables, trade receivables, and derivative financial assets
certain cash flow exposures associated with these plans by                  represent our maximum exposure to credit risks, except for the
purchasing derivative instruments, but we do not establish a                agreements mentioned above.
designated hedge relationship.
                                                                            Credit Risk Management
Equity Price Exposure
                                                                            Cash at Banks, Time Deposits, and Debt Securities
   Our exposure from our investments in equity securities was                   To mitigate the credit risk from our investing activities and
€1,248 million (2017: €827 million; 2016: €952 million).
                                                                            derivative financial assets, we conduct all our activities only with
   For information about the exposure from our share-based                  approved major financial institutions and issuers that carry high
payments plans, see Note (B.3).                                             external ratings, as required by our internal treasury guideline.
Equity Price Sensitivity                                                    Among its stipulations, the guideline requires that we invest only in
                                                                            assets from issuers with a minimum rating of at least “BBB flat.” We
   In our sensitivity analysis for our share-based payments plans,
we include the hedging instruments and the underlying share-based           only invest in issuers with a lower rating in exceptional cases. Such
payments even though the latter are scoped out of IFRS 7, as we             investments were not material in 2018 and 2017. The weighted
                                                                            average rating of our financial assets is in the range A to A–. We
believe that taking only the derivative instrument into account would
not properly reflect our equity price risk exposure.                        pursue a policy of cautious investments characterized by
   Our sensitivity towards a fluctuation in equity prices is as follows:    predominantly current investments, standard investment
                                                                            instruments, as well as a wide portfolio diversification by doing
Equity Price Sensitivity                                                    business with a variety of counterparties.
                                                                                To further reduce our credit risk, we require collateral for certain
 € millions                             2018           2017          2016
                                                                            investments in the full amount of the investment volume, which we
 Investments in equity                                                      would be allowed to make use of in the case of default of the
 securities
                                                                            counterparty to the investment. As such collateral, we only accept
    Increase in equity prices             65             56            84   bonds with at least investment-grade rating level.
    and respective
    unobservable inputs of 10%                                                  In addition, the concentration of credit risk that exists when
    - increase of Financial                                                 counterparties are involved in similar activities by instrument,
    income, net by                                                          sector, or geographic area is further mitigated by diversification of
    Decrease in equity prices            –65           –56            –81   counterparties throughout the world and adherence to an internal
    and respective
    unobservable inputs of 10%
                                                                            limit system for each counterparty. This internal limit system
    - decrease of Financial                                                 stipulates that the business volume with individual counterparties is
    income, net by                                                          restricted to a defined limit that depends on the lowest official long-
 Share-based payments                                                       term credit rating available by at least one of the major rating
    Increase in equity prices of
                                                                            agencies, the Tier 1 capital of the respective financial institution, or
    20%                                                                     participation in the German Depositors’ Guarantee Fund or similar
                                                                            protection schemes. We continuously monitor strict compliance
       - Increase of share-             –279           –371          –333
       based payment                                                        with these counterparty limits. As the premium for credit default
       expenses by                                                          swaps mainly depends on market participants’ assessments of the
       - Increase of offsetting           57             65            52   creditworthiness of a debtor, we also closely observe the
       gains from hedging                                                   development of credit default swap spreads in the market to
       instruments by
                                                                            evaluate probable risk developments and react in a timely manner
    Decrease in equity prices of                                            to changes should these manifest.
    20%
    - Decrease of share-based            262            337           296       For cash at banks, time deposits, and debt securities such as
    payment expenses by                                                     acquired bonds or commercial paper, we apply the general
    - Decrease of offsetting             –44           –46            –44   impairment approach. As it is our policy to only invest in high-quality
    gains from hedging                                                      assets of issuers with a minimum rating of at least investment grade
    instruments by
                                                                            so as to minimize the risk of credit losses, we use the low credit risk
                                                                            exception. Thus, these assets are always allocated to stage 1 of the
                                                                            three-stage credit loss model and we record a loss allowance for an
Credit Risk                                                                 amount equal to 12-month expected credit losses. This loss
Credit Risk Factors                                                         allowance is calculated based on our exposure as at the respective
                                                                            reporting date, the loss given default for this exposure, and the
    To reduce the credit risk in investments, we arrange to receive
                                                                            credit default swap spread as a measure for the probability of
rights to collateral for certain investing activities in the full amount
                                                                            default. To ensure that during their lifetime our investments always
of the investment volume, which we would be allowed to make use
                                                                            fulfill the requirement of being investment-grade, we monitor
                                                                                                                                               F-53
changes in credit risk by tracking published external credit ratings.             which the historical data has been collected, current conditions, and
Among other things, we consider cash at banks, time deposits, and                 the expected changes in the economic conditions over the expected
debt securities to be in default when the counterparty is unlikely to             life of the receivables. Forward-looking information is based on
pay its obligations in full, when there is information about a                    changes in country risk ratings, or fluctuations in credit default
counterparty’s financial difficulties, or in case of a drastic increase in        swaps of countries of the customers we do business with. We
the credit default swap spread of a counterparty for a prolonged                  continuously monitor outstanding receivables locally to assess
time period while the overall market environment remains rather                   whether there is objective evidence that our trade receivables and
stable. Such financial assets are written off either partially or in full if      contract assets are credit-impaired. Evidence that trade receivables
the likelihood of recovery is considered remote, which might be                   and contract assets are credit-impaired include, among the trade
evidenced, for example, by the bankruptcy of a counterparty of such               receivables being past due, information about significant financial
financial assets.                                                                 difficulty of the customer or non-adherence to a payment plan. We
                                                                                  consider receivables to be in default when the counterparty is
Trade Receivables
                                                                                  unlikely to pay its obligations in full, However, a delay of payments
    The default risk of our trade receivables is managed separately,
                                                                                  (for example, more than 90 days past due) in the normal course of
mainly based on assessing the creditworthiness of customers
                                                                                  business alone does not necessarily indicate a customer default. We
through external ratings and on our past experience with the
                                                                                  write off account balances either partially or in full if we judge that
customers concerned. Based on this assessment, individual credit
                                                                                  the likelihood of recovery is remote, which might be evidenced, for
limits are established for each customer and deviations from such
                                                                                  example, when bankruptcy proceedings for a customer are finalized
credit limits need to be approved by management.
                                                                                  or when all enforcement efforts have been exhausted.
    We apply the simplified impairment approach using a provision
                                                                                      The impact of default on our trade receivables from individual
matrix for all trade receivables and contract assets to take into
                                                                                  customers is mitigated by our large customer base and its
account any lifetime expected credit losses already at initial
                                                                                  distribution across many different industries, company sizes, and
recognition. For the purpose of the provision matrix, customers are
                                                                                  countries worldwide. For more information about our trade
clustered into different risk classes, mainly based on market
                                                                                  receivables, see Note (A.2.).
information such as the country risk assessment of their country of
origin. Loss rates used to reflect lifetime expected credit losses are
determined using a roll-rate method based on the probability of a                 Credit Risk Exposure
receivable progressing through different stages of being overdue
                                                                                  Cash, Time Deposits, and Debt Securities
and on our actual credit loss experience over the past years. These
                                                                                     As at December 31, 2018, our exposure to credit risk from cash,
loss rates are enhanced by forward-looking information to reflect
                                                                                  time deposits and debt securities was as follows:
differences between economic conditions during the period over
Credit Risk Exposure from Cash, Time Deposits, and Debt Securities
                           Equivalent to         Weighted Average Loss         Gross Carrying Amount     Gross Carrying Amount             ECL Allowance
                           External Rating                        Rate            Not Credit-Impaired           Credit-Impaired
   As at December 31, 2017, the major part of our time deposits,                  Trade Receivables and Contract Assets
other loans, and other financial receivables was concentrated in                     As at December 31, 2018, our exposure to credit risk from trade
Germany. There were no time deposits, loans, or other financial                   receivables was as follows:
receivables past due but not impaired and we had no indications of
impairments of such assets that were not past due and not impaired
as at that date.
                                                                                                                                                    F-54
Credit Risk Exposure from Trade Receivables and Contract Assets
                                       Weighted Average Loss   Gross Carrying Amount Not         Gross Carrying Amount                 ECL Allowance
                                                        Rate              Credit-Impaired               Credit-Impaired
                                                                                                                                                 F-55
relevant interest rate fixed as at December 31, 2018. As we generally    whether or not the fair value of the derivative is negative. The cash
settle our derivative contracts gross, we show the pay and receive       outflows for the currency derivatives are translated using the
legs separately for all our currency and interest rate derivatives,      applicable spot rate.
Total of non-derivative financial liabilities –12,866 –2,414 –1,585 –622 –1,410 –1,097 –6,689
Total of non-derivative financial liabilities –7,460 –2,506 –834 –957 –58 –429 –3,102
                                                                                                                                           F-56
Contractual Maturities of Derivative Financial Liabilities and Financial Assets
€ millions                                                                 Carrying    Contractual Cash Flows     Carrying    Contractual Cash Flows
                                                                           Amount                                 Amount
Cash outflows
Cash inflows
Cash inflows 13 26 8 14
Total of derivative financial liabilities –76 –61 –12 –86 –53 –18
Cash inflows 19 15 25 56
                                                                                                                                                F-57
Fair Values of Financial Instruments and Classification Within the Fair Value Hierarchy
€ millions                                       Category                                                                         12/31/2018
Debt securities AC 77 77 77 77
Investments in associates2) - 26
Derivative assets
FX forward contracts - 2 2 2 2
                                                                                                                                           F-58
Fair Values of Financial Instruments and Classification Within the Fair Value Hierarchy
€ millions                                          Category                                                                          12/31/2018
Derivatives
FX forward contracts - –9 –9 –9 –9
Total financial instruments, net 3,798 1,112 2,553 –9,041 –1,006 1,201 –10,175
                                                                                                                                               F-59
Fair Values of Financial Instruments and Classification Within the Fair Value Hierarchy
€ millions                                                 Category                                                                                                12/31/2017
Assets
        Loans and other financial receivables                   L&R                       899            899                                       899                         899
     Derivative assets
        Designated as hedging instrument
           FX forward contracts                                   -                        29                              29                       29                          29
           Interest rate swaps                                    -                        24                              24                       24                          24
        Not designated as hedging instrument
           FX forward contracts                                 HFT                         41                             41                       41                          41
           Call options for share-based payments                HFT                        90                              90                       90                          90
           Call option on equity shares                         HFT                         11                              11                                    11             11
Liabilities
1)
 We do not separately disclose the fair value for cash and cash equivalents, trade receivables, and accounts payable as their carrying amounts are a reasonable
approximation of their fair values.
2)
 Since the line items trade receivables, trade payables, and other financial assets contain both financial and non-financial assets or liabilities (such as other taxes or
advance payments), the carrying amounts of non-financial assets or liabilities are shown to allow a reconciliation to the corresponding line items in the Consolidated
Statements of Financial Position.
                                                                                                                                                                              F-60
Fair Values of Financial Instruments by Instrument Classification
€ millions                                         Category                                          12/31/2018
Financial assets
Financial liabilities
Financial assets
Financial liabilities
                                                                                                              F-61
Determination of Fair Values
  A description of the valuation techniques and the inputs used in the fair value measurement is given below:
         Unlisted equity         Level 3        Market approach. Comparable company valuation               Peer companies used        The estimated fair value
         securities                             using revenue multiples derived from companies              (revenue multiples range   would increase (decrease)
                                                comparable to the investee.                                 from 8.6 to 9.0)           if:
                                                                                                            Revenues of investees      - The revenue multiples
                                                                                                            Discounts for lack of      were higher (lower)
                                                                                                            marketability (10% to      - The investees’ revenues
                                                                                                            20%)                       were higher (lower)
                                                                                                                                       - The liquidity discounts
                                                                                                                                       were lower (higher).
                                                Market approach. Venture capital method evaluating a        NA                         NA
                                                variety of quantitative and qualitative factors such as
                                                actual and forecasted results, cash position, recent or
                                                planned transactions, and market comparable
                                                companies.
                                                Last financing round valuations                             NA                         NA
Liquidation preferences NA NA
         Call options for        Level 2        Monte Carlo model. Calculated considering risk-free         NA                         NA
         share-based                            interest rates, the remaining term of the derivatives, the
         payment plans                          dividend yields, the share price, and the volatility of our
                                                share.
         Call option on          Level 3        Market approach. Company valuation using revenue            Revenue multiples (2017:   The estimated fair value
         equity shares                          multiples (2017: EBITDA multiples) based on actual          EBITDA multiples) used     would increase (decrease)
                                                results derived from the investee.                          Revenue (2017: EBITDA)     if:
                                                                                                            of the investee            - The revenue multiples
                                                                                                                                       (2017: EBITDA multiples)
                                                                                                                                       were higher (lower)
                                                                                                                                       - The investees’ revenue
                                                                                                                                       (2017: EBITDA) were
                                                                                                                                       higher (lower)
                                                                                                                                                             F-62
Financial Instruments Not Measured at Fair Value
          Type                                               Fair Value      Determination of Fair Value/Valuation Technique
                                                             Hierarchy
Financial liabilities
   For other non-derivative financial assets/liabilities and variable               €46 million in 2018 (2017: €360 million), while transfers from Level 1
rate financial debt, it is assumed that their carrying value reasonably             to Level 2 did not occur at all.
approximates their fair values.
                                                                                    Level 3 Fair Value Disclosures
Transfers Between Levels 1 and 2
                                                                                       The following table shows the reconciliation of fair values from
   Transfers of equity securities from Level 2 to Level 1, which                    the opening to the closing balances for our unlisted equity securities
occurred because disposal restrictions lapsed and deducting a                       and call options on equity shares classified as Level 3 fair values:
discount for such restriction was no longer necessary, were
Transfers
Into Level 3 0 0
Gains/losses
 Change in unrealized gains/losses in profit and loss for equity investments held at the                                    0                                   0
 end of the reporting period
Transfers out of Level 3 are due to initial public offerings of                        impairment rules, and the different treatment of cost of hedging
the respective investee. Changing the unobservable inputs to                           are recognized in retained earnings of the opening balance sheet
                                                                                       on January 1, 2018. Comparative figures have not been restated
reflect reasonably possible alternative assumptions would
                                                                                       but reflect the requirements of IAS 39.
not have a material impact on the fair values of our unlisted
                                                                                          Our new accounting policies are described in the specific
equity securities held as FVTPL (2017: available-for-sale) as                          notes covering financial instruments, see Notes (A.2), (D.4),
of the reporting date.                                                                 (E.3), and (F.1).
                                                                                       The adoption of IFRS 9 resulted in an increase of opening
                                                                                       retained earnings of €135 million (net of tax) as of
                                                                                       January 1, 2018, which is mainly due to the following:
(F.3) Adoption of IFRS 9                                                               – Implementation of the expected credit loss model for trade
   Effective January 1, 2018, we started to apply IFRS 9 ‘Financial                       receivables and contract assets as well as investments into
Instruments’ using the exception from full retrospective                                  time deposits and debt investment, leading to a decrease of
application. IFRS 9 replaces the provisions of IAS 39 relating to                         opening retained earnings by €31 million
the classification and measurement of financial instruments, the                       – Reclassification of amounts attributable to available-for-sale
impairment of financial assets, and hedge accounting. The                                 financial assets accumulated in other comprehensive income
impact from a different classification of financial assets, the new
                                                                                                                                                             F-63
   to opening retained earnings, leading to an increase of            to opening retained earnings, leading to a decrease of opening
   opening retained earnings by €157 million                          other comprehensive income by €157 million
The adoption of IFRS 9 resulted in a decrease of opening other        The following table reconciles the carrying amounts and
comprehensive income of €160 million (net of tax) as of            measurement categories of financial assets and liabilities under
January 1, 2018, which is mainly due to the following:             IAS 39 to the carrying amounts and measurement categories
– Reclassification of amounts attributable to available-for-sale   under IFRS 9 for each class of our financial assets and liabilities
   financial assets accumulated in other comprehensive income      upon transition to IFRS 9 on January 1, 2018:
                                                                                                                                   F-64
Reconciliation of Carrying Amounts and Measurement Categories Upon Transition to IFRS 9
€ millions                                    Carrying Amount IAS 39         Transition to IFRS 9                 Carrying Amount IFRS 9
                                                         12/31/2017                                                          01/01/2018
                                L&R    AFS   HFT         AC          No      Reclassifi-        Re-         AC        FVTPL         No
                                                               Measure-          cation    measure-                            Measure-
                                                                   ment                       ment                                 ment
                                                               Category                                                        Category
                                                                 IAS 39                                                          IFRS 9
Assets
Cash and cash equivalents
   Cash at banks               2,558                                                                     2,558
   Time deposits                314                                                                 –3      311
   Money market and            1,139                                                  0                                1,139
   similar funds
Trade receivables              5,810                                   207                      –25      5,785                      207
Other financial assets
   Debt securities                      39                                            0                     39
   Equity securities                   827                                            0                                 827
   Time deposits                736                                                                 –3     733
   Loans and other              163                                                                        163
   financial receivables
   Derivative assets
       Designated as
       hedging instrument
          FX forward                                                   29                                                            29
          contracts
          Interest rate                                                24                                                            24
          swaps
       Not designated as
       hedging instrument
          FX forward                          41                                                                          41
          contracts
          Call options for                    90                                                                         90
          share-based
          payments
          Call option on                      11                                                                          11
          equity shares
Liabilities
                                                                                                                                   F-65
The reclassification adjustments result from the following:                            Investments in money-market and similar funds were
– Reclassification from available-for-sale to FVTPL                                     reclassified from amortized cost to FVTPL, as their
   Equity securities in listed and unlisted entities classified as                     contractual cash flows do not solely represent payments of
      available-for-sale financial assets were classified as FVTPL                      principal and interest. As such funds have a stable net
      on January 1, 2018. There is no difference between their                          asset value, there was no difference between amortized
      carrying amounts based on IAS 39 compared to IFRS 9.                              cost and fair value and accordingly, no impact on our
      However, as a result of the change in classification, we                          opening retained earnings for 2018.
      have reclassified amounts accumulated in Other
      components of equity attributable to these equity                            The remeasurement adjustments result from the following:
      securities to our opening retained earnings for 2018.                        – Implementation of the expected credit loss model for trade
– Reclassification from available-for-sale to AC                                     receivables and contact assets
   Debt securities consisting of bonds of mainly financial and                       The application of the simplified approach recording
      non-financial corporations and municipalities were                                 lifetime expected credit losses on our trade receivables
      reclassified from available-for-sale financial assets to                           and contract assets led to an increase of the loss allowance
      amortized cost on January 1, 2018, as the cash flows from                          by €25 million with a corresponding impact on our opening
      these assets consist solely of payment of principal and                            retained earnings for 2018.
      interest and our business model is to hold to collect the                    – Implementation of the expected credit loss model for cash at
      contractual cash flows. As there was no material difference                    banks, time deposits, and debt securities
      between the fair value and the amortized cost of these                          The application of the general impairment approach on
      debt securities, there was no material impact on our                               cash at banks, time deposits, and debt securities led to an
      opening retained earnings for 2018.                                                increase of our expected credit loss allowance by
   There was no material difference between the fair value of                           €6 million with a corresponding impact on our opening
      the debt securities at December 31, 2018 and their                                 retained earnings for 2018.
      amortized cost. Thus, the fair value loss we would have                         The following table reconciles the ending impairment
      recognized in Other components of equity in 2018, had the                          allowance under IAS 39 to the opening expected credit loss
      debt securities not been reclassified to amortized cost,                           allowance under IFRS 9:
      would not have been material.
– Reclassification from AC to FVTPL
Reconciliation of the Impairment to the Expected Credit Loss Allowance Upon Transition to IFRS 9
 € millions                                      Loss Allowance as at 12/31/2017                    Remeasurement      Loss Allowance as at 01/01/2018
                                                                    under IAS 39                                                           under IFRS 9
                                                                                                                                                  F-66
Section G – Other Disclosures
   This section provides additional disclosures on miscellaneous                    (G.1) Other Non-Financial Assets
topics, including information pertaining to the Executive Board,
Supervisory Board, related party transactions, and other corporate                    Accounting Policy
governance topics.                                                                  Prepaid expenses are recorded at historical cost in the amount of
                                                                                    unexpired or unconsumed costs. They are charged to expense over
                                                                                    the applicable period.
Prepaid expenses primarily consist of prepayments for operating leases, support services, and software royalties. Other tax assets
primarily consist of VAT.
(G.3) Financial Commitments –                                                          Our rental and operating lease expenses were €708 million,
                                                                                    €532 million, and €458 million for the years 2018, 2017, and 2016,
Operating Leases                                                                    respectively.
 € millions                                          2018             2017
Total 1,442
                                                                                                                                                            F-67
(G.4) Other Litigation, Claims, and Legal                                 of the intellectual property-related litigation and claims tend to be
                                                                          either dismissed in court or settled out of court for amounts
Contingencies                                                             significantly below the originally claimed amounts. We currently
   This Note discloses information about intellectual property-           believe that resolving the intellectual property-related claims and
related litigation and claims, tax-related litigation other than income   lawsuits pending as at December 31, 2018, will neither individually
tax-related litigation (see Note (C.5)), and anti-bribery and export      nor in the aggregate have a material adverse effect on our business,
control matters.                                                          financial position, profit, or cash flows.
                                                                              Individual cases of intellectual property-related litigation and
  Accounting Policies, Judgments, and Estimates                           claims include the following:
The policies outlined in Note (A.4) for customer-related provisions,          In June 2018, Teradata Corporation, Teradata US, Inc. and
which include provisions for customer-related litigation cases and        Teradata Operations, Inc. (collectively “Teradata”) filed a civil
claims, equally apply to our other litigation, claims, and legal          lawsuit against SAP SE, SAP America, Inc. and SAP Labs, LLC in
contingencies disclosed in this Note.                                     U.S. federal court in California. Teradata alleges that SAP
                                                                          misappropriated trade secrets of Teradata, infringed Teradata’s
The outcome of litigation and claims is intrinsically subject to
                                                                          copyrights, and violated U.S. antitrust laws. Teradata seeks
considerable uncertainty. Management’s view of these matters may
                                                                          unspecified monetary damages and injunctive relief. Trial is not yet
also change in the future. Actual outcomes of litigation and claims
                                                                          scheduled.
may differ from the assessments made by management in prior
                                                                              In February 2010, United States-based TecSec, Inc. (TecSec)
periods, which could result in a material impact on our business,
                                                                          instituted legal proceedings in the United States against SAP
financial position, profit, cash flows, or reputation. Most of the
                                                                          (including its subsidiary Sybase) and many other defendants.
lawsuits and claims are of a very individual nature and claims are
                                                                          TecSec alleged that SAP’s and Sybase’s products infringe one or
either not quantified by the claimants or the claim amounts
                                                                          more of the claims in five patents held by TecSec. In its complaint,
quantified are, based on historical evidence, not expected to be a
                                                                          TecSec seeks unspecified monetary damages and permanent
good proxy for the expenditure that would be required to resolve the
                                                                          injunctive relief. The lawsuit is proceeding but only with respect to
case concerned. The specifics of the jurisdictions where most of the
                                                                          one defendant. The trial for SAP (including its subsidiary Sybase)
claims are located further impair the predictability of the outcome of
                                                                          has not yet been scheduled – the lawsuit for SAP (including its
the cases. Therefore, it is not practicable to reliably estimate the
                                                                          subsidiary Sybase) remains stayed.
financial effect that these lawsuits and claims would have if SAP
were to incur expenditure for these cases.                                Tax-Related Litigation
Further, the expected timing of any resulting outflows of economic           We are subject to ongoing audits by domestic and foreign tax
benefits from these lawsuits and claims is uncertain and not              authorities. In respect of non-income taxes, we, like many other
estimable, as it depends generally on the duration of the legal           companies operating in Brazil, are involved in various proceedings
proceedings and settlement negotiations required to resolve them.         with Brazilian tax authorities regarding assessments and litigation
                                                                          matters on intercompany royalty payments and intercompany
    We are subject to a variety of claims and lawsuits that arise from    services. The total potential amount in dispute related to these
time to time in the ordinary course of our business, including            matters for all applicable years is approximately €95 million (2017:
proceedings and claims that relate to companies we have acquired.         €102 million). We have not recorded a provision for these matters,
We will continue to vigorously defend against all claims and lawsuits     as we believe that we will prevail.
against us. The provisions recorded for these claims and lawsuits as         For information about income tax-related litigation, see
at December 31, 2018, are neither individually nor in the aggregate       Note (C.5).
material to SAP.
    Among the claims and lawsuits disclosed in this Note are the          Anti-Bribery and Export Control Matters
following classes:                                                           SAP has received communications and whistleblower
                                                                          information alleging conduct that may violate anti-bribery laws in
Intellectual Property-Related Litigation and                              South Africa, the United States (including the U.S. Foreign Corrupt
Claims                                                                    Practices Act (FCPA)), and other countries. The Legal Compliance
     Intellectual property-related litigation and claims are cases in     and Integrity Office of SAP is conducting investigations with the
which third parties have threatened or initiated litigation claiming      assistance of an external law firm and voluntarily advised local
that SAP violates one or more intellectual property rights that they      authorities in South Africa as well as the U.S. Securities and
possess. Such intellectual property rights may include patents,           Exchange Commission (U.S. SEC) and the U.S. Department of
copyrights, and other similar rights.                                     Justice (U.S. DOJ). The investigations and dialogue with the local
     Contingent liabilities exist from intellectual property-related      authorities and the U.S. SEC and U.S. DOJ are ongoing. SAP is
litigation and claims for which no provision has been recognized.         cooperating with both the external law firm engaged for the
Generally, it is not practicable to estimate the financial impact of      investigations and the authorities.
these contingent liabilities due to the uncertainties around the             The alleged conduct may result in monetary penalties or other
litigation and claims, as outlined above. The total amounts claimed       sanctions under the FCPA and/or other anti-bribery laws. In
by plaintiffs in those intellectual property-related lawsuits or claims   addition, SAP’s ability to conduct business in certain jurisdictions
in which a claim has been quantified were not material to us as at        could be negatively impacted. The comprehensive and exhaustive
December 31, 2018 and 2017. Based on our past experience, most            investigations and the corresponding remediation activities are still
                                                                                                                                           F-68
ongoing, and considering the complexity of individual factors and        the complexity of individual factors and the large number of open
the large number of open questions, it is impossible at this point in    questions, it is impossible at this point in time to assess the risks.
time to assess the risks or financial impact.                               For the reasons outlined above, it is impossible at this point in
    SAP has implemented substantial enhancements to its anti-            time to determine whether the potential anti-bribery law violations
corruption compliance program, including additional policy changes       and the potential export restriction violations represent present
and more robust internal controls. SAP has appointed new                 obligations of SAP and, if so, to reliably estimate the amount of
management in some business units and has increased its                  these obligations. As a consequence, no provisions have been
compliance staff. Moreover, SAP has banned the use of                    recognized for these potential violations in our consolidated
commissioned business development partners as well as certain            financial statements 2018. It is also not practicable to estimate the
sales commission agents in high-risk markets and has undertaken a        financial effect of any contingent liabilities that may result from
systematic review of all relationships with state-owned entities and     these potential violations.
institutions in Africa. We remain fully committed to compliance with
all U.S., German, EU, and South African laws, as well as the laws and
regulations in every jurisdiction in which SAP operates.                 (G.5) Board of Directors
    Furthermore, we continue to investigate separate allegations
regarding conduct that certain independent SAP partners violated         Executive Board
SAP contractual terms and sold SAP products and services in
                                                                         Memberships on supervisory boards and other comparable
embargoed countries. These SAP partners presumably did not
                                                                         governing bodies of enterprises, other than subsidiaries of SAP on
adhere to SAP’s strict procedures for indirect business activities. To
                                                                         December 31, 2018
the extent any company independent from SAP chooses not to
follow SAP’s licensing procedures, SAP is ultimately limited in its      Bill McDermott
ability to stop their activities. SAP devotes considerable resources     Chief Executive Officer
to prevent and mitigate such activities should they occur. We are        Strategy, Governance, Digital Government, Business Development,
also investigating allegations regarding direct sales from SAP to        Corporate Development, Global Corporate Affairs, Corporate Audit
certain customers, who may have engaged in unauthorized                  and Global Marketing
activities in embargoed countries. The investigations are being
conducted by SAP’s Legal Compliance and Integrity Office and             Board of Directors, ANSYS, Inc., Canonsburg, PA, United States
SAP’s Export Controls Team, with the assistance of an external law       Board of Directors, Under Armour, Inc., Baltimore, MD, United
firm and forensic advisors.                                              States
    In this context, SAP voluntarily self-disclosed potential export     Board of Directors, Dell Secure Works, Atlanta, GA, United States
controls and economic sanctions violations to the U.S. DOJ and the
U.S. Department of Treasury’s Office of Foreign Assets Control
(OFAC) in September 2017. At the same time, SAP provided                 Robert Enslin
notification to the U.S. SEC and responded to an SEC comment             Cloud Business Group
letter on export restriction matters in October 2017. SAP has also       SAP Business Network Segment (including SAP Concur, SAP Ariba,
provided disclosure to the U.S. Department of Commerce’s Bureau          and SAP Fieldglass), Customer and Experience Management
of Industry and Security (BIS) based on the same alleged facts.          Segment (including Customer Experience and Qualtrics),
Finally, pursuant to Section 219 of the U.S. Iran Threat Reduction       Development and Delivery of SAP SuccessFactors (as part of the
and Syria Human Rights Act of 2012 and Section 13(r) of the U.S.         Applications, Technology & Services Segment)
Securities Exchange Act of 1934, SAP has filed the required Iran
Notice with the U.S. SEC. The alleged conduct may result in              Board of Directors, Discovery Limited, Johannesburg, South Africa
monetary penalties or other sanctions under U.S. sanctions and           Board of Directors, Docker, Inc., San Francisco, CA, United States
export control laws.
    SAP has taken remedial actions to terminate access to SAP
                                                                         Adaire Fox-Martin
products and services for certain end users and block additional
business activities with these end users through SAP or SAP              Global Customer Operations (EMEA, MEE, and Greater China)
partners. We have implemented further enhancements to our                Global Sales, Regional Field Organizations, Line of Business
export control compliance program, including new internal controls,      Solutions Sales
and have increased the capacity of the Export Control Compliance
team with a particular focus on high-risk countries. SAP has also        Christian Klein (from January 1, 2018)
required additional due diligence, conducted by independent third-
                                                                         Chief Operating Officer
parties, for certain SAP partners based in high-risk regions. We are
                                                                         Intelligent Enterprise Group
fully committed to compliance with all U.S., EU, and German laws
                                                                         Global Development and Delivery of SAP’s Core Applications, Global
regarding economic sanctions and export controls, including laws
                                                                         Business Operations, IT Services, Cloud Infrastructure
restricting the sale, export, and usage of SAP software and services
in Iran and in other embargoed countries.
    The comprehensive and exhaustive investigations and the
corresponding remediation activities are ongoing, and considering
                                                                                                                                            F-69
Michael Kleinemeier                                                  Supervisory Board
SAP Digital Business Services (Co-Lead with Bernd Leukert)
Global Services Delivery, Regional Field Services                    Memberships on supervisory boards and other comparable
                                                                     governing bodies of enterprises, other than subsidiaries of SAP on
Supervisory Board, innogy SE, Essen, Germany                         December 31, 2018
Board of Partners, E. Merck KG, Darmstadt, Germany (from
January 27, 2019)                                                    Prof. Dr. h.c. mult. Hasso Plattner 2), 4), 6), 7), 8)
                                                                     Chairman
Bernd Leukert
SAP Digital Business Services (Co-Lead with Michael Kleinemeier)     Margret Klein-Magar 1), 2), 4),
Global Support Delivery, Global Innovation Services, Global          Deputy Chairperson
Customer Success Group, Global User Groups, Digital Interconnect,    Vice President, Head of SAP Alumni Relations
SAP HANA Enterprise Cloud, Application Innovation Services, SAP      Chairperson of the Spokespersons’ Committee of Senior Managers
Innovative Business Solutions, SAP Secrecy                           of SAP SE
Stefan Ries                                                          Board of Directors, Alphabet, Inc., Mountain View, CA, United States
Chief Human Resources Officer, Labor Relations Director              Board of Directors, Stripe Inc., San Francisco, CA, United States
HR Strategy, Business Transformation, Leadership Development,        (from January 31, 2019)
Talent Development
                                                                                                                                      F-70
Lars Lamadé 1), 2), 7), 8)                                              Supervisory Board, RWE AG, Essen, Germany
Head of Sponsorships Europe and Asia                                    Chairman of the Supervisory Board, innogy SE, Essen, Germany
Supervisory Board, Rhein-Neckar Loewen GmbH, Kronau, Germany            Robert Schuschnig-Fowler 1), 5), 8)
                                                                        Account Manager, Senior Support Consultant
Bernard Liautaud 2), 4), 6)                                             Deputy Chairman of SAP SE Works Council Europe (until
Managing Partner Balderton Capital, London, United Kingdom              November 19, 2018)
                                                                        Member of Works Council SAP SE
Board of Directors, nlyte Software Ltd., London, United Kingdom
Board of Directors, Wonga Group Ltd., London, United Kingdom            Dr. Sebastian Sick 1), 2), 5), 7)
(until September 6, 2018)
                                                                        Head of Company Law Unit, Hans Böckler Foundation, Duesseldorf,
Board of Directors, SCYTL Secure Electronic Voting SA, Barcelona,
                                                                        Germany
Spain (until November 7, 2018)
Board of Directors, Vestiaire Collective SA, Levallois-Perret, France
Board of Directors, Dashlane, Inc., New York, NY, United States         Pierre Thiollet 1), 4)
Board of Directors, Recorded Future, Inc., Cambridge, MA, United        Webmaster (P&I)
States                                                                  Member of the SAP France Works Council
Board of Directors, eWise Group, Inc., Redwood City,                    Secretary of CHSCT (Hygiene, Security and Work Conditions
CA, United States                                                       Committee)
Board of Directors, Qubit Digital Ltd., London, United Kingdom
Board of Directors, Stanford University, Stanford,
CA, United States (until March 31, 2018)                                Supervisory Board Members Who Left During 2018
Board of Directors, Aircall.io, New York City, NY, United States        Prof. Anja Feldmann (until December 31, 2018)
Board of Directors, Virtuo Technologies, Paris, France
                                                                        Prof. Dr. Wilhelm Haarmann (until May 17, 2018)
Board of Directors, The Hut Group, Manchester, United Kingdom
                                                                        Prof. Dr.-Ing. Dr.-Ing. E. h. Klaus Wucherer (until May 17, 2018)
Board of Directors, Peakon Aps, Copenhagen, Denmark (from
February 5, 2018)
Board of Directors, Tim Talent SAS, Paris, France (from                 Information as at December 31, 2018
February 6, 2018)
Board of Directors, Citymapper Ltd., London, United Kingdom             1)
                                                                             Elected by the employees
                                                                        2)
                                                                             Member of the Company’s General and Compensation Committee
                                                                        3)
                                                                             Member of the Company’s Audit Committee
Gerhard Oswald (from January 1, 2019),                                  4)
                                                                             Member of the Company’s Technology and Strategy Committee
Managing Director of Oswald Consulting GmbH, Walldorf, Germany          5)
                                                                             Member of the Company’s Finance and Investment Committee
                                                                        6)
                                                                             Member of the Company’s Nomination Committee
Advisory Board, TSG 1899 Hoffenheim Fußball-Spielbetriebs GmbH,         7)
                                                                             Member of the Company’s Special Committee
Sinsheim, Germany                                                       8)
                                                                             Member of the Company’s People and Organization Committee
                                                                                                                                          F-71
   The total compensation of the Executive Board members for the                           Payments to/DBO for Former Executive Board
years 2018, 2017, and 2016 was as follows:                                                 Members
Executive Board Compensation                                                                € thousands                            2018         2017         2016
       Thereof defined-benefit                     250             423             1,792   (G.7) Related Party Transactions Other
       Thereof defined-contribution                856             889              606
                                                                                           Than Board Compensation
 Total    1)
                                               43,404          43,669            45,546        Certain Supervisory Board members of SAP SE currently hold, or
                                                                                           held within the last year, positions of significant responsibility with
 1)
      Portion of total executive compensation allocated to the respective year             other entities. We have relationships with certain of these entities in
                                                                                           the ordinary course of business, whereby we buy and sell products,
                                                                                           assets, and services at prices believed to be consistent with those
Share-Based Payment for Executive Board                                                    negotiated at arm’s length between unrelated parties.
Members                                                                                        Companies controlled by Hasso Plattner, chairman of our
                                                                                           Supervisory Board and Chief Software Advisor of SAP, engaged in
                                                  2018            2017             2016
                                                                                           the following transactions with SAP: providing consulting services to
 Number of RSUs granted                        118,072         117,929           147,041   SAP, receiving sport sponsoring from SAP, making purchases of
 Number of PSUs granted                         177,106       176,886            220,561   SAP products and services, and selling a piece of land to SAP.
                                                                                               Wilhelm Haarmann, member of the Supervisory Board until
 Total expense in € thousands                    8,054          19,068            14,233
                                                                                           May 17, 2018, practices as a partner in the law firm Linklaters LLP in
                                                                                           Frankfurt am Main, Germany. SAP occasionally purchased and
   The defined benefit obligation (DBO) for pensions to Executive                          purchases legal and similar services from Linklaters.
Board members and the annual pension entitlement of the                                        Occasionally, members of the Executive Board of SAP SE obtain
members of the Executive Board on reaching age 62 based on                                 services from SAP for which they pay a consideration consistent
entitlements from performance-based and salary-linked plans were                           with those negotiated at arm’s length between unrelated parties.
as follows:                                                                                    All amounts related to the abovementioned transactions were
                                                                                           immaterial to SAP in all periods presented.
Retirement Pension Plan for Executive Board
                                                                                               In total, we sold products and services to companies controlled
Members
                                                                                           by members of the Supervisory Board in the amount of €37 million
 € thousands                                      2018            2017             2016    (2017: €2 million), we bought products and services from such
 DBO 12/31                                        3,441           3,191           10,739   companies in the amount of €3 million (2017: €5 million), and we
                                                                                           provided sponsoring and other financial support to such companies
 Annual pension entitlement                         192            148              470
                                                                                           in the amount of €4 million (2017: €4 million). Outstanding balances
                                                                                           at year end from transactions with such companies were €3 million
  The total annual compensation of the Supervisory Board                                   (2017: €0 million) for amounts owed to such companies and
members is as follows:                                                                     €28 million (2017: €0 million) for amounts owed by such
                                                                                           companies. All of these balances are unsecured and interest-free
Supervisory Board Compensation
                                                                                           and settlement is expected to occur in cash. Commitments (the
 € thousands                                      2018            2017             2016    longest of which is for five years) made by us to purchase further
 Total compensation                               3,702          3,663             3,652   goods or services from these companies and to provide further
                                                                                           sponsoring and other financial support amount to €191 million as at
       Thereof fixed compensation                 3,162          3,135             3,135
                                                                                           December 31, 2018 (2017: €21 million).
       Thereof committee                           540             528               517       In total, we sold services to members of the Executive Board and
       remuneration
                                                                                           the Supervisory Board in the amount of €0 million (2017:
                                                                                           €0 million), and we received services from members of the
   The Supervisory Board members do not receive any share-based
                                                                                           Supervisory Board (including services from employee
payment for their services. As far as members who are employee
                                                                                           representatives on the Supervisory Board in their capacity as
representatives on the Supervisory Board receive share-based
                                                                                           employees of SAP) in the amount of €1 million (2017: €1 million).
payment, such compensation is for their services as employees only
                                                                                           Amounts owed, but not yet paid, to Supervisory Board members
and is unrelated to their status as members of the Supervisory
                                                                                           from these transactions were €0 million as at December 31, 2018
Board.
                                                                                           (2017: €0 million). All of these balances are unsecured and interest-
                                                                                           free and settlement is expected to occur in cash.
                                                                                                                                                             F-72
  For information about the compensation of our Executive Board             Wirtschaftsprüfungsgesellschaft as SAP’s independent auditor for
and Supervisory Board members, see Note (G.6).                              2018. KPMG AG Wirtschaftsprüfungsgesellschaft has been the
                                                                            company’s principal auditor since the fiscal year 2002. KPMG AG
                                                                            Wirtschaftsprüfungsgesellschaft and other firms in the global KPMG
(G.8) Principal Accountant Fees and                                         network charged the following fees to SAP for audit and other
Services                                                                    professional services related to 2018 and the previous years:
Audit fees 3 6 9 3 7 10 3 6 9
Audit-related fees 0 0 0 0 0 0 0 1 1
Tax fees 0 0 0 0 0 0 0 0 0
   Audit fees are the aggregate fees charged by KPMG for auditing           Qualtrics Acquisition: Consideration Transferred
our consolidated financial statements and the statutory financial           (Provisional Amounts)
statements of SAP SE and its subsidiaries. Audit-related fees are
                                                                            € billions
fees charged by KPMG for assurance and related services that are
reasonably related to the performance of the audit or review of our         Cash paid                                                         6.2
financial statements and are not reported under audit fees.
                                                                            Liabilities incurred                                              0.3
                                                                                                                                             F-73
Qualtrics Acquisition: Provisional Amounts of                              – Cross-selling opportunities to existing SAP customers across all
Assets and Liabilities                                                       regions, using SAP’s sales organization
                                                                           – Combining Qualtrics products and SAP products to deliver an
€ billions
                                                                             end-to-end experience and operational management system to
Cash and cash equivalents                                           0.1      the customers
                                                                           – Improved profitability in Qualtrics sales and operations
Trade and other receivables                                         0.1
Property, plant, and equipment                                      0.1       The allocation of the goodwill resulting from the Qualtrics
                                                                           acquisition to our operating segments depends on how our
Intangible assets                                                   2.0    operating segments actually benefit from the synergies of the
                                                                           Qualtrics business combination. We have not yet completed the
  Thereof acquired technology                                       0.5
                                                                           identification of those benefits.
  Thereof customer relationship and other                           1.5
intangibles
                                                                           Restructuring
Total identifiable assets                                           2.3
                                                                               As we intensify our focus on our key strategic growth areas, we
Trade and other payables                                            0.1    will execute a company-wide restructuring program in 2019 to
                                                                           further simplify company structures and processes and to ensure
Current and deferred tax liabilities                                0.3    that our organizational setup, skills set, and resource allocation
Contract liabilities/deferred income                                0.1    continue to meet evolving customer demand. The main features of
                                                                           the restructuring plan were announced on January 29, 2019.
Other liabilities                                                   0.1    Restructuring expenses are projected to be €800 million to
                                                                           €950 million.
Total identifiable liabilities                                      0.6
                                                                                                                                            F-74
Subsidiaries
Major Subsidiaries
Name and Location of Company                                          Ownership   Total Revenue in    Profit/Loss      Total Equity     Number of     Foot-
                                                                                            20181)   (–) After Tax            as at     Employees      note
                                                                                                         for 20181)   12/31/20181)           as at
                                                                                                                                      12/31/20182)
                                                                             %        € thousands    € thousands      € thousands
Ariba, Inc., Palo Alto, CA, United States                                 100.0          1,168,287        212,728        3,972,022           1,872
                                                                                                                                                       4)
Callidus Software Inc., Dublin, CA, United States                         100.0           175,789         –52,016        2,053,873             810
Concur Technologies, Inc., Bellevue, WA, United States 100.0 1,545,720 1,787 7,340,513 3,569
LLC SAP CIS, Moscow, Russia 100.0 472,531 23,133 62,725 837
SAP (Schweiz) AG, Biel, Switzerland                                       100.0           822,547          68,029           84,935             767
                                                                                                                                                     10), 17)
SAP (UK) Limited, Feltham, United Kingdom                                 100.0          1,227,572          10,385         –47,515           1,794
SAP America, Inc., Newtown Square, PA, United States 100.0 5,363,074 –514,481 14,320,071 8,184
SAP Argentina S.A., Buenos Aires, Argentina 100.0 142,718 –25,540 –15,237 825 17)
SAP Asia Pte Ltd, Singapore, Singapore 100.0 458,919 –28,224 21,625 1,262 17)
SAP Australia Pty Ltd, Sydney, Australia 100.0 733,060 –18,774 42,366 1,322
SAP Brasil Ltda, São Paulo, Brazil 100.0 519,124 –33,903 –26,346 1,913
SAP Canada, Inc., Toronto, Canada 100.0 865,582 53,734 465,034 2,999
SAP China Co., Ltd., Shanghai, China 100.0 949,367 –67,883 –184,135 5,272 17)
                                                                                                                                                      7), 9)
SAP Deutschland SE & Co. KG, Walldorf, Germany                            100.0          4,199,201        754,022        1,567,774           4,707
SAP France, Levallois Perret, France 100.0 1,051,242 156,005 1,606,922 1,564
SAP India Private Limited, Bangalore, India 100.0 621,942 72,674 344,218 2,028
SAP Industries, Inc., Newtown Square, PA, United States 100.0 638,394 118,321 691,709 338
SAP Japan Co., Ltd., Tokyo, Japan 100.0 980,832 82,902 192,939 1,210
SAP Labs India Private Limited, Bangalore, India 100.0 477,630 40,051 132,888 8,282
SAP Labs, LLC, Palo Alto, CA, United States                               100.0           604,460         124,246          484,511           2,189
                                                                                                                                                       17)
SAP México S.A. de C.V., Mexico City, Mexico                              100.0           386,079          10,984           20,172            869
SAP Nederland B.V., 's-Hertogenbosch, the Netherlands 100.0 613,282 52,886 145,553 611 11)
SAP Service and Support Centre (Ireland) Limited, Dublin, Ireland 100.0 180,364 15,930 65,128 1,628
SuccessFactors, Inc., South San Francisco, CA, United States 100.0 867,910 203,903 3,609,046 999
                                                                                                                                                      F-75
                                                                                   Name and Location of Company                              Owner-   Foot-
Other Subsidiaries 3)                                                                                                                          ship    note
Name and Location of Company                                 Owner-     Foot-
                                                                                                                                                 %
                                                               ship      note
Ariba International Holdings, Inc., Wilmington, DE, United                         Cleartrip Packages and Tours Private Limited, Mumbai,                4)
                                                              100.0                                                                            57.0
States                                                                             India
Ariba International Singapore Pte Ltd, Singapore,                                  ClearTrip Private Limited, Mumbai, India                    57.0
                                                              100.0
Singapore
                                                                                   Clicktools Limited, Dorset, United Kingdom                 100.0   4), 10)
Ariba International, Inc., Wilmington, DE, United States      100.0
                                                                                   CNQR Operations Mexico S. de. R.L. de. C.V., San Pedro
                                                                                                                                              100.0
                                                                                   Garza Garcia, Mexico
Ariba Slovak Republic, s.r.o., Košice, Slovakia               100.0
                                                                                   Concur (Austria) GmbH, Vienna, Austria                     100.0
Ariba Software Technology Services (Shanghai) Co., Ltd.,
                                                              100.0
Shanghai, China                                                                    Concur (Canada), Inc., Toronto, Canada                     100.0
Ariba Technologies India Private Limited, Bangalore,
                                                              100.0                Concur (France) SAS, Paris, France                         100.0
India
                                                                                                                                                      8), 9)
Ariba Technologies Netherlands B.V., 's-Hertogenbosch,                   11)       Concur (Germany) GmbH, Frankfurt am Main, Germany          100.0
                                                              100.0
the Netherlands
                                                                                   Concur (Japan) Ltd., Tokyo, Japan                           73.8
Beijing Zhang Zhong Hu Dong Information Technology                       5)
                                                                 0
Co., Ltd., Beijing, China                                                          Concur (New Zealand) Limited, Wellington, New Zealand      100.0    15)
Business Objects Holding B.V., 's-Hertogenbosch, the                               Concur (Switzerland) GmbH, Zurich, Switzerland             100.0    13)
                                                              100.0      11)
Netherlands
                                                                                   Concur Czech (s.r.o.), Prague, Czech Republic              100.0
Business Objects Option LLC, Wilmington, DE, United
                                                              100.0
States                                                                             Concur Holdings (France) SAS, Paris, France                100.0
Business Objects Software Limited, Dublin, Ireland            100.0                Concur Holdings (Netherlands) B.V., Amsterdam, the                  11)
                                                                                                                                              100.0
                                                                                   Netherlands
                                                                         4)
Callidus Software (Canada) Inc., Toronto, Canada              100.0                Concur Technologies (Australia) Pty. Limited, Sydney,
                                                                                                                                              100.0
                                                                                   Australia
Callidus Software (Singapore) Pte. Ltd., Singapore,                      4)
                                                              100.0
Singapore                                                                          Concur Technologies (Hong Kong) Limited, Hong Kong,
                                                                                                                                              100.0
                                                                                   China
Callidus Software GmbH, Munich, Germany                       100.0   4), 8), 9)
                                                                                   Concur Technologies (India) Private Limited, Bangalore,
                                                                                                                                              100.0
                                                                         4)
                                                                                   India
Callidus Software Hong Kong Ltd., Hong Kong, China            100.0
                                                                                   Concur Technologies (Singapore) Pte Ltd, Singapore,                 17)
                                                                                                                                              100.0
                                                                       4), 10)     Singapore
Callidus Software Ltd., London, United Kingdom                100.0
                                                                                   Concur Technologies (UK) Limited, London, United                    10)
                                                                                                                                              100.0
Callidus Software Pty. Ltd., Sydney, Australia                100.0      4)        Kingdom
                                                                                                                                                       F-76
Name and Location of Company                            Owner-   Foot-     Name and Location of Company                                 Owner-   Foot-
                                                          ship    note                                                                    ship    note
                                                            %                                                                               %
                                                                  12)
Crystal Decisions Holdings Limited, Dublin, Ireland      100.0             PT SAP Indonesia, Jakarta, Indonesia                           99.0
                                                                  10)
Crystal Decisions UK Limited, London, United Kingdom     100.0             Quadrem Africa Pty. Ltd., Johannesburg, South Africa          100.0
Datahug Limited, Dublin, Ireland 100.0 4) Quadrem Brazil Ltda., Rio de Janeiro, Brazil 100.0
Dorset Acquisition Corp., Dublin, CA, United States 100.0 4) Quadrem Chile Ltda., Santiago de Chile, Chile 100.0
Ebreez Egypt LLC, Cairo, Egypt 57.0 4) Quadrem International Ltd., Hamilton, Bermuda 100.0
EssCubed Procurement Pty. Ltd., Johannesburg, South                        Quadrem Netherlands B.V., Amsterdam, the Netherlands          100.0    11)
                                                         100.0
Africa
                                                                           Quadrem Overseas Cooperatief U.A., Amsterdam, the                      11)
Extended Systems, Inc., San Ramon, CA, United States     100.0                                                                           100.0
                                                                           Netherlands
Fieldglass Europe Limited, London, United Kingdom        100.0    10)      Quadrem Peru S.A.C., Lima, Peru                               100.0
                                                                                                                                                  4)
Financial Fusion, Inc., San Ramon, CA, United States     100.0             RevSym Inc., Dublin, CA, United States                        100.0
                                                                   4)                                                                             4)
Flyin Holding Limited, Dubai, United Arab Emirates        57.0             RevSym Software India Private Limited, Bangalore, India       100.0
Flyin Travel and Tourism Private Limited, Hyderabad,               4)      Ruan Lian Technologies (Beijing) Co., Ltd., Beijing, China    100.0
                                                          57.0
India
                                                                   4)
                                                                           SAP (Beijing) Software System Co., Ltd., Beijing, China       100.0
Flyin Travel Limited, Limassol, Cyprus                    57.0
                                                                           SAP Andina y de.Caribe VE, Caracas, Venezuela                 100.0    17)
                                                                   4)
Flyin Travel S.A.E, Cairo, Egypt                          57.0
                                                                           SAP AZ LLC, Baku, Azerbaijan                                  100.0
FreeMarkets Ltda., São Paulo, Brazil                     100.0
                                                                           SAP Belgium NV/SA, Brussels, Belgium                          100.0
Gigya Australia Pty Ltd, Syndey, Australia               100.0
                                                                  10)
                                                                           SAP Beteiligungs GmbH, Walldorf, Germany                      100.0
Gigya UK Ltd, London, United Kingdom                     100.0
                                                                  10)
                                                                           SAP Bulgaria EOOD, Sofia, Bulgaria                            100.0
GlobalExpense Limited, London, United Kingdom            100.0
                                                                           SAP Business Compliance Services GmbH, Siegen,
Hipmunk, Inc., San Francisco, CA, United States          100.0                                                                           100.0
                                                                           Germany
hybris (US) Corp., Wilmington, DE, United States         100.0             SAP Business Services Center Nederland B.V., 's-                       11)
                                                                                                                                         100.0
                                                                           Hertogenbosch, the Netherlands
hybris GmbH, Munich, Germany                             100.0   8), 9)
                                                                           SAP Chile Limitada, Santiago, Chile                           100.0    17)
Learning Seat Borrowings Pty. Ltd., Sydney, Australia 100.0 4) SAP Costa Rica, S.A., San José, Costa Rica 100.0 17)
Learning Seat Group Pty. Ltd., Sydney, Australia 100.0 4) SAP ČR, spol. s r.o., Prague, Czech Republic 100.0
Learning Seat Holdings Pty. Ltd., Sydney, Australia 100.0 4) SAP Cyprus Limited, Nicosia, Cyprus 100.0
Learning Seat Pty. Ltd., Sydney, Australia 100.0 4) SAP d.o.o., Zagreb, Croatia 100.0
LLC “SAP Labs“, Moscow, Russia 100.0 SAP Danmark A/S, Copenhagen, Denmark 100.0
LLC “SAP Ukraine”, Kiev, Ukraine                         100.0    17)      SAP Dritte Beteiligungs- und Vermögensverwaltungs
                                                                                                                                         100.0
                                                                           GmbH, Walldorf, Germany
Merlin Systems Oy, Espoo, Finland                        100.0                                                                                    17)
                                                                           SAP East Africa Limited, Nairobi, Kenya                       100.0
Nihon Ariba K.K., Tokyo, Japan                           100.0                                                                                    17)
                                                                           SAP Egypt LLC, Cairo, Egypt                                   100.0
Noteshark, LLC, Chantilly, VA, United States              51.0     4)
                                                                           SAP EMEA Inside Sales S.L., Madrid, Spain                     100.0
OrientDB Limited, London, United Kingdom                 100.0   4), 10)
                                                                           SAP Erste Beteiligungs- und Vermögensverwaltungs                      8), 9)
                                                                                                                                         100.0
Outerjoin, Inc., Dublin, CA, United States               100.0     4)      GmbH, Walldorf, Germany
Plateau Systems LLC, South San Francisco, CA, United                       SAP Foreign Holdings GmbH, Walldorf, Germany                  100.0
                                                         100.0
States
                                                                                                                                                  F-77
Name and Location of Company                               Owner-   Foot-     Name and Location of Company                                 Owner-     Foot-
                                                             ship    note                                                                    ship      note
                                                               %                                                                               %
                                                                                                                                                    8), 9), 17)
SAP France Holding, Levallois Perret, France                100.0             SAP Puerto Rico GmbH, Walldorf, Germany                       100.0
SAP Global Marketing, Inc., New York, NY, United States     100.0             SAP Retail Solutions Beteiligungsgesellschaft mbH,
                                                                                                                                            100.0
                                                                              Walldorf, Germany
SAP Hellas S.A., Athens, Greece                             100.0
                                                                              SAP Romania SRL, Bucharest, Romania                           100.0
SAP Hong Kong Co., Ltd., Hong Kong, China                   100.0    17)
                                                                              SAP Saudi Arabia Software Services Ltd, Riyadh,
                                                                                                                                            100.0
SAP Hosting Beteiligungs GmbH, St. Leon-Rot, Germany        100.0   8), 9)    Kingdom of Saudi Arabia
                                                                              SAP Saudi Arabia Software Trading Ltd, Riyadh, Kingdom                   17)
SAP India (Holding) Pte Ltd, Singapore, Singapore           100.0                                                                            75.0
                                                                              of Saudi Arabia
SAP International Panama, S.A., Panama City, Panama         100.0             SAP Sechste Beteiligungs- und Vermögensverwaltungs                      8), 9)
                                                                                                                                            100.0
                                                                              GmbH, Walldorf, Germany
SAP International, Inc., Miami, FL, United States           100.0
                                                                              SAP Services s.r.o., Prague, Czech Republic                   100.0
SAP Investments, Inc., Wilmington, DE, United States        100.0
                                                                              SAP Siebte Beteiligungs- und Vermögensverwaltungs                       8), 9)
                                                                                                                                            100.0
SAP Ireland Limited, Dublin, Ireland                        100.0    12)      GmbH, Walldorf, Germany
SAP Ireland US - Financial Services Designated Activity                       SAP sistemi, aplikacije in produkti za obdelavo podatkov
                                                            100.0                                                                           100.0
Company, Dublin, Ireland                                                      d.o.o., Ljubljana, Slovenia
SAP Israel Ltd., Ra'anana, Israel 100.0 17) SAP Slovensko s.r.o., Bratislava, Slovakia 100.0
                                                                              SAP Software and Services LLC, Doha, Qatar                     49.0    5), 17)
SAP Korea Ltd., Seoul, South Korea                          100.0
                                                                              SAP Svenska Aktiebolag, Stockholm, Sweden                     100.0      17)
SAP Labs Bulgaria EOOD, Sofia, Bulgaria                     100.0
                                                                              SAP System Application and Products Asia Myanmar
SAP Labs Finland Oy, Espoo, Finland                         100.0                                                                           100.0
                                                                              Limited, Yangon, Myanmar
SAP Labs France SAS, Mougins, France                        100.0             SAP Systems, Applications and Products in Data
                                                                                                                                            100.0
                                                                              Processing (Thailand) Ltd., Bangkok, Thailand
SAP Labs Israel Ltd., Ra'anana, Israel                      100.0
                                                                              SAP Taiwan Co., Ltd., Taipei, Taiwan                          100.0      17)
SAP Labs Korea, Inc., Seoul, South Korea                    100.0
                                                                              SAP Technologies Inc., Palo Alto, CA, United States           100.0
SAP Latvia SIA, Riga, Latvia                                100.0
                                                                              SAP Training and Development Institute FZCO, Dubai,
                                                                                                                                            100.0
SAP Malaysia Sdn. Bhd., Kuala Lumpur, Malaysia              100.0             United Arab Emirates
SAP Malta Investments Ltd., Valletta, Malta                 100.0    17)      SAP Türkiye Yazilim Üretim ve Ticaret A.Ş., Istanbul,
                                                                                                                                            100.0
                                                                              Turkey
SAP MENA FZ L.L.C., Dubai, United Arab Emirates             100.0
                                                                              SAP UAB, Vilnius, Lithuania                                   100.0
SAP Middle East and North Africa L.L.C., Dubai, United              5), 17)
                                                             49.0             SAP Ventures Investment GmbH, Walldorf, Germany               100.0     8), 9)
Arab Emirates
SAP Nederland Holding B.V., 's-Hertogenbosch, the                             SAP Vierte Beteiligungs- und Vermögensverwaltungs
                                                            100.0    11)                                                                    100.0
Netherlands                                                                   GmbH, Walldorf, Germany
SAP New Zealand Limited, Auckland, New Zealand              100.0             SAP Vietnam Company Limited, Ho Chi Minh City,
                                                                                                                                            100.0
                                                                              Vietnam
SAP Norge AS, Lysaker, Norway                               100.0
                                                                              SAP West Balkans d.o.o., Belgrade, Serbia                     100.0
SAP North West Africa Ltd, Casablanca, Morocco              100.0
                                                                              SAP Zweite Beteiligungs- und Vermögensverwaltungs                       8), 9)
                                                                                                                                            100.0
                                                                              GmbH, Walldorf, Germany
SAP Österreich GmbH, Vienna, Austria                        100.0
                                                                                                                                                        6)
                                                                     17)
                                                                              SAP.io Fund, L.P., San Francisco, CA, United States              0
SAP Perú S.A.C., Lima, Peru                                 100.0
                                                                              Sapphire Fund Investments II, L.P., Palo Alto, CA, United               4), 6)
SAP Philippines, Inc., Makati, Philippines                  100.0                                                                              0
                                                                              Stated
SAP Polska Sp. z o.o., Warsaw, Poland                       100.0             Sapphire Fund Investments III, L.P., Palo Alto, CA, United              4), 6)
                                                                                                                                               0
                                                                              States
SAP Portals Europe GmbH, Walldorf, Germany                  100.0
                                                                              Sapphire SAP HANA Fund of Funds, L.P., Palo Alto, CA,                     6)
                                                                                                                                               0
SAP Portals Holding Beteiligungs GmbH, Walldorf,                              United States
                                                            100.0
Germany
                                                                              Sapphire Ventures Fund I, L.P., Palo Alto, CA, United                     6)
                                                                                                                                               0
SAP Portals Israel Ltd., Ra'anana, Israel                   100.0             States
                                                                              Sapphire Ventures Fund II, L.P., Palo Alto, CA, United                    6)
SAP Portugal – Sistemas, Aplicações e Produtos                                                                                                 0
                                                                              States
Informáticos, Sociedade Unipessoal, Lda., Porto Salvo,      100.0
Portugal                                                                      Sapphire Ventures Fund III, L.P., Palo Alto, CA, United                   6)
                                                                                                                                               0
                                                                              States
SAP Projektverwaltungs- und Beteiligungs GmbH,
                                                            100.0
Walldorf, Germany                                                             Sapphire Ventures Fund IV, L.P., Palo Alto, CA, United                  4), 6)
                                                                                                                                               0
                                                                              States
SAP Public Services, Inc., Washington, DC, United States    100.0
                                                                                                                                                       F-78
                                                                                          4)
                                                                                                Consolidated for the first time in 2018.
 Name and Location of Company                                         Owner-     Foot-
                                                                                          5)
                                                                        ship      note     Agreements with the other shareholders provide that SAP SE fully controls the
                                                                                          entity.
                                                                           %              6)
                                                                                            SAP SE has the following structured entities: SAP.io Fund, L.P, Sapphire Fund
                                                                                  6)      Investments II, L.P., Sapphire Fund Investments III, L.P., Sapphire SAP HANA Fund of
 SAPV (Mauritius), Ebene, Mauritius                                         0             Funds, L.P., Sapphire Ventures Fund I, L.P., Sapphire Ventures Fund II, L.P., Sapphire
                                                                                          Ventures Fund III, L.P, Sapphire Ventures Fund IV, L.P., SAPV (Mauritius), and SFI II
 Saudi Ebreez Company for Electronic Services LLC ,                               4)
                                                                         57.0             Blocker, LLC. The results of operations of these entities are included in SAP’s
 Riyadh, Kingdom of Saudi Arabia
                                                                                          consolidated financial statements in accordance with IFRS 10 (Consolidated
 SFI II Blocker, LLC, Palo Alto, CA, United States                          0   4), 6)    Financial Statements).
                                                                                          7)
                                                                                                Entity whose personally liable partner is SAP SE.
 SuccessFactors (Philippines), Inc., Pasig City, Philippines           100.0              8)
                                                                                                Entity with (profit and) loss transfer agreement.
                                                                                          9)
 SuccessFactors Asia Pacific Limited, Hong Kong, China                 100.0                Pursuant to HGB, section 264 (3) or section 264b, the subsidiary is exempt from
                                                                                          applying certain legal requirements to their statutory stand-alone financial
 SuccessFactors Cayman, Ltd., Grand Cayman, Cayman                                        statements including the requirement to prepare notes to the financial statements
                                                                       100.0
 Islands                                                                                  and a review of operations, the requirement of independent audit, and the
                                                                                          requirement of public disclosure.
 Sybase 365 Ltd., Tortola, British Virgin Islands                      100.0              10)
                                                                                            Pursuant to sections 479A to 479C of the UK Companies Act 2006, the entity is
                                                                                          exempt from having its financial statements audited on the basis that SAP SE has
 Sybase 365, LLC, San Ramon, CA, United States                         100.0
                                                                                          provided a guarantee of the entity's liabilities in respect of its financial year ended
                                                                                 16)      December 31, 2018, or in respect of its financial year ended September 30, 2018,
 Sybase Angola, LDA, Luanda, Angola                                    100.0
                                                                                          respectively.
                                                                                          11)
 Sybase Iberia S.L., Madrid, Spain                                     100.0                Pursuant to article 2:403 of the Dutch Civil Code, the entity is exempt from applying
                                                                                          certain legal requirements to their statutory stand-alone financial statements
 Sybase India Ltd., Mumbai, India                                      100.0              including the requirement to prepare the financial statements, the requirement of
                                                                                          independent audit, and the requirement of public disclosure, on the basis that SAP SE
 Sybase International Holdings Corporation, LLC, San                                      has provided a guarantee of the entity's liabilities in respect of its financial year ended
                                                                       100.0
 Ramon, CA, United States                                                                 December 31, 2018, or in respect of its financial year ended September 30, 2018,
                                                                                          respectively.
 Sybase Philippines, Inc., Makati City, Philippines                    100.0              12)
                                                                                             Pursuant to Irish Companies Act 2014, chapter 16 of Part 6, section 365, the entity
                                                                                          is exempt from having its financial statements audited on the grounds that the entity
 Sybase Software (India) Private Ltd., Mumbai, India                   100.0
                                                                                          is entitled to the benefits from a dormant entity exemption in respect of its financial
                                                                                          year ended December 31, 2018.
 Sybase, Inc., San Ramon, CA, United States                            100.0
                                                                                          13)
                                                                                             Pursuant to article 727a, paragraph 2 of the Swiss Code of Obligations, the entity
 Systems Applications Products (Africa Region)                                            is exempt from having its financial statements audited in respect of its financial year
                                                                       100.0
 Proprietary Limited, Johannesburg, South Africa                                          ended December 31, 2018, or in respect of its financial year ended
                                                                                          September 30, 2018, respectively.
 Systems Applications Products (Africa) Proprietary
                                                                       100.0              14)
                                                                                             The entity is exempt of preparation and audit of its financial statements on the
 Limited, Johannesburg, South Africa
                                                                                          grounds of article L-123-12 of the French commercial code as the entity changed its
 Systems Applications Products (South Africa)                                    17)      financial year closing date to June 30, 2019 instead of December 31, 2018. The
                                                                        70.0
 Proprietary Limited, Johannesburg, South Africa                                          obligation to prepare and audit the financial statements is due only at the closing date
                                                                                          of the financial year which is usually 12 months, but can be shorter or longer when the
 Systems Applications Products Nigeria Limited, Victoria                         17)      entity changes its closing date.
                                                                       100.0
 Island, Nigeria                                                                          15)
                                                                                            Pursuant to section 211 (3) of the New Zealand Companies Act 1993 and section
 Technology Management Associates Inc., Herndon, VA,                              4)      45 (2) of the Financial Reporting Act 2013, the entity had approved exclusions and is
                                                                       100.0
 United States                                                                            not required to lodge audited financial statements in respect of its financial year
                                                                                          ended September 30, 2018.
 TomorrowNow, Inc., Bryan, TX, United States                           100.0              16)
                                                                                            Pursuant to Angola Tax Law and Presidential Decree no. 147/13 of October 1, 2013,
                                                                                 10)      the entity does not qualified as being a Large Taxpayer and therefore is exempt from
 TRX Europe Limited, London, United Kingdom                            100.0
                                                                                          having its financial statements audited in respect of its financial year ended
                                                                                          December 31, 2018.
 TRX Luxembourg, S.a.r.l., Luxembourg City, Luxembourg                 100.0
                                                                                          17)
                                                                                                Entity with support letter issued by SAP SE.
 TRX Technologies India Private Limited, Raman Nagar,
                                                                       100.0
 India
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, 2018, including managing directors, in FTE.
3)
  Figures for profit/loss after tax and total equity pursuant to HGB, section 285 and
section 313 are not disclosed if they are of minor significance for a fair presentation
of the profitability, liquidity, capital resources and financial position of SAP SE,
pursuant to HGB, section 313 (2) sentence 3 no. 4 and section 286 (3) sentence 1
no. 1.
                                                                                                                                                                               F-79
Other Equity Investments                                                       Greater Pacific Capital (Cayman) L.P., Grand Cayman, Cayman Islands
Name and Location of Company                                         Owner-    IDG Ventures USA III, L.P., San Francisco, CA, United States
                                                                       ship
                                                                               IEX Group, Inc., New York, NY, United States
                                                                         %
                                                                               InfluxData, Inc., San Francisco, CA, United States
Joint Arrangements and Investments in Associates
                                                                               InnovationLab GmbH, Heidelberg, Germany
China DataCom Corporation Limited, Guangzhou, China                   28.30
                                                                               innoWerft Technologie- und Gründerzentrum Walldorf Stiftung GmbH,
Convercent, Inc., Denver, CO, United States                           37.32
                                                                               Walldorf, Germany
Procurement Negócios Eletrônicos S/A, Rio de Janeiro, Brazil          17.00
                                                                               JFrog, Ltd., Netanya, Israel
Visage Mobile, Inc., Milwaukee, WI, United States                      4.50
                                                                               Jibe, Inc., New York, NY, United States
Yapta, Inc., Seattle, WA, United States                                45.71
                                                                               Kaltura, Inc., New York, NY, United States
Name and Location of Company Kavacha TopCo LLC, New York, NY, United States
Felix Ventures II, L.P., London, United Kingdom                                Punchh, Inc., San Mateo, CA, United States
Follow Analytics, Inc., San Francisco, CA, United States                       Realize Corporation, Tokyo, Japan
GK Software AG, Schöneck, Germany                                              Reltio, Inc., Redwood Shores, CA, United States
                                                                                                                                                     F-80
Return Path, Inc., New York, NY, United States
Spring Mobile Solutions, Inc., Salt Lake City, UT, United States
F-81