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SAP Annual Report 2016 on Form 20-F

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SAP Annual Report 2016 on Form 20-F Impact Through Innovation SAP Annual Report 2016 on Form 20-F Society Economy Environment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ‘ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR Í ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 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 New York Stock Exchange one Ordinary 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, 2016)** Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes Í 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 Í 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 Í 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, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Í Accelerated filer ‘ Non-accelerated filer ‘ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ‘ International Financial Reporting Standards as issued by the International Accounting Standards Board Í Other ‘ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ‘ Item 18 ‘ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No Í * Listed not for trading or quotation purposes, but only in connection with the registration of American Depositary Shares representing such ordinary shares pursuant to the requirements of the Securities and Exchange Commission. **Including 29,880,390 treasury shares. [THIS PAGE INTENTIONALLY LEFT BLANK] Introduction ............................................................................... 1 Forward-Looking Statements ................................................................ 1 Performance Management System ........................................................... 2 PART I .................................................................................... 9 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS ........................ 9 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE ........................................ 9 ITEM 3. KEY INFORMATION .................................................................. 9 Selected Financial Data ................................................................... 9 Exchange Rates .......................................................................... 11 Dividends ............................................................................... 11 Risk Factors ............................................................................. 12 ITEM 4. INFORMATION ABOUT SAP .......................................................... 25 Overview of the SAP Group ................................................................ 26 Strategy and Business Model .............................................................. 27 Seasonality .............................................................................. 30 Products, Research & Development, and Services ............................................. 30 Security, Privacy, and Data Protection ....................................................... 37 Customers .............................................................................. 38 Energy and Emissions ..................................................................... 40 Intellectual Property, Proprietary Rights and Licenses .......................................... 42 Description of Property .................................................................... 42 ITEM 4A. UNRESOLVED STAFF COMMENTS ................................................... 43 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS ................................. 43 Overview ................................................................................ 43 Economy and the Market .................................................................. 44 Performance Against Our Outlook for 2016 (Non-IFRS) ........................................ 45 Operating Results (IFRS) .................................................................. 47 Foreign Currency Exchange Rate Exposure ................................................... 62 Liquidity and Capital Resources ............................................................ 62 Off-Balance Sheet Arrangements ........................................................... 65 Contractual Obligations ................................................................... 66 Research and Development ................................................................ 66 Critical Accounting Estimates .............................................................. 66 New Accounting Standards not yet Adopted .................................................. 67 Expected Developments ................................................................... 67 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES .................................. 73 Supervisory Board ........................................................................ 73 Executive Board .......................................................................... 74 Compensation Report ..................................................................... 75 Employees .............................................................................. 91 Share Ownership ......................................................................... 92 Share-Based Compensation Plans .......................................................... 92 ITEM 7. MAJOR SHAREHOLDERS AND RELATED-PARTY TRANSACTIONS ......................... 92 Major Shareholders ....................................................................... 92 Related-Party Transactions ................................................................ 93 ITEM 8. FINANCIAL INFORMATION ........................................................... 93 Consolidated Financial Statements and Financial Statement Schedule ........................... 93 Other Financial Information ................................................................ 93 ITEM 9. THE OFFER AND LISTING ............................................................ 94 General ................................................................................. 94 Trading on the Frankfurt Stock Exchange and the NYSE ........................................ 95 ITEM 10. ADDITIONAL INFORMATION ......................................................... 96 Articles of Incorporation ................................................................... 96 Corporate Governance .................................................................... 96 Change in Control .......................................................................
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