Form 11-K
Table of Contents

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 11-K

 

 

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 001-14251

 

 

 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

SAP America, Inc. 401(k) Plan

SAP America, Inc.

3999 West Chester Pike

Newtown Square, PA 19073

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

SAP AG

Dietmar-Hopp-Allee 16

69190 Walldorf

Federal Republic of Germany

Exhibit Index appears on page II-2

 

 

 


Table of Contents

SAP AMERICA, INC.

401(k) PLAN

Table of Contents

 

     Page  

Report of Independent Registered Public Accounting Firm

     1   

Statements of Net Assets Available for Benefits, December 31, 2013 and 2012

     2   

Statements of Changes in Net Assets Available for Benefits, Years ended December 31, 2013 and 2012

     3   

Notes to Financial Statements

     4   

Schedule:

  

1 Schedule H, Line 4i – Schedule of Assets (Held at End of Year), December 31, 2013

     12   

Exhibit:

  

Exhibit 23.1

  

 

Note: All other schedules required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 (ERISA) have been omitted because there is no information to report.


Table of Contents

Report of Independent Registered Public Accounting Firm

The Plan Administrator

SAP America, Inc. 401(k) Plan:

We have audited the accompanying statements of net assets available for benefits of SAP America, Inc. 401(k) Plan (the Plan) as of December 31, 2013 and 2012, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2013 and 2012, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2013 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ KPMG LLP

Philadelphia, Pennsylvania

June 27, 2014


Table of Contents

SAP AMERICA, INC.

401(k) PLAN

Statements of Net Assets Available for Benefits

December 31, 2013 and 2012

 

     2013     2012  

Assets:

    

Investments, at fair value

   $ 2,551,058,869     $ 1,733,422,205  

Receivables:

    

Notes receivable from participants

     25,911,827       20,816,002  

Employer contributions

     11,264,488       9,442,789  

Participant contributions

     3,308,723       2,508,040  

Other receivables

     14,716       —    
  

 

 

   

 

 

 

Total receivables

     40,499,754       32,766,831  
  

 

 

   

 

 

 

Liabilities:

    

Other liabilities

     88,015       —    
  

 

 

   

 

 

 

Net assets, reflecting investments at fair value

     2,591,470,608       1,766,189,036  

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

     (4,479,262 )     (7,510,080 )
  

 

 

   

 

 

 

Net assets available for benefits

   $ 2,586,991,346     $ 1,758,678,956  
  

 

 

   

 

 

 

See accompanying notes to financial statements.

 

2


Table of Contents

SAP AMERICA, INC.

401(k) PLAN

Statements of Changes in Net Assets Available for Benefits

Years ended December 31, 2013 and 2012

 

     2013      2012  

Additions:

     

  Additions to net assets attributed to:

     

    Investment income:

     

      Net appreciation in fair value of investments

   $ 350,096,778      $ 155,274,463  

      Interest and dividend income

     86,143,589        45,336,495  
  

 

 

    

 

 

 

Total investment income

     436,240,367        200,610,958  
  

 

 

    

 

 

 

    Contributions:

     

      Employer

     66,201,131        58,327,437  

      Participant

     127,984,513        107,996,287  

      Rollovers

     301,302,128        123,072,232  
  

 

 

    

 

 

 

Total contributions

     495,487,772        289,395,956  
  

 

 

    

 

 

 

Total additions

     931,728,139        490,006,914  
  

 

 

    

 

 

 

Deductions:

     

  Deductions from net assets attributed to:

     

    Benefits paid to participants

     102,918,620        75,547,880  

    Administrative expenses

     497,129        377,794  
  

 

 

    

 

 

 

      Total deductions

     103,415,749        75,925,674  
  

 

 

    

 

 

 

      Net increase

     828,312,390        414,081,240  

Net assets available for benefits:

     

  Beginning of year

     1,758,678,956        1,344,597,716  
  

 

 

    

 

 

 

  End of year

   $ 2,586,991,346      $ 1,758,678,956  
  

 

 

    

 

 

 

See accompanying notes to financial statements.

 

3


Table of Contents

SAP AMERICA, INC.

401(k) PLAN

Notes to Financial Statements

 

(1) Description of Plan

The following description of SAP America, Inc. 401(k) Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a complete description of the Plan’s provisions.

 

  (a) General

The Plan is a defined contribution plan covering all employees of SAP America, Inc., SAP International, Inc., SAP Labs, LLC, SAP Public Services, Inc., SAP Global Marketing, Inc., SAP Government Support and Services, Inc., TomorrowNow, Inc., SAP Industries, Inc. and Sybase, Inc. (collectively, the Company or the Companies). There are no minimum age or service requirements for employees to become eligible to participate in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan is also subject to certain provisions of the Internal Revenue Code of 1986 (the Code). The Companies are subsidiaries of SAP AG (the Parent Company or SAP).

 

  (b) Contributions

Participants may contribute a portion of their eligible annual compensation, as defined by the Plan, not to exceed $17,500 for 2013 and $17,000 for 2012. The Plan limits eligible compensation to the amount prescribed by Section 401(a)(17) of the Code for purposes of compensation reduction contributions and limits the amount of annual additions to the amount prescribed by Section 415(c) of the Code. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers 14 mutual funds, one money market fund, the Parent Company’s ADR Stock Fund and 13 common collective trusts as investment options for participants. A self-directed brokerage account option is also available to allow participants to select investment options not specifically offered by the Plan. During 2013 and 2012, the Company matched 75% of the first 6% of eligible compensation that a participant contributes to the Plan. For purposes of employer matching and employer discretionary contributions, the Company limited the eligible compensation to $245,000 in 2013 and 2012. Employees are permitted to make pre-tax and after-tax contributions of up to 25% of compensation. Participants are permitted to make different contribution elections for (a) compensation consisting of bonuses and commissions, and (b) all other wages. The matching employer contribution is invested as directed by the participant and paid on a quarterly basis.

The Company provides additional employer contributions for certain employees who were participants of the Company’s pension plan. The additional employer contribution percentage ranges from 1% to 3% of eligible compensation based on the employee’s age and years of service as of December 31, 2008. The contributions are subject to annual Internal Revenue Service (IRS) compensation and contribution limits.

Additional employer discretionary contributions may be contributed at the option of the Company and are invested as directed by the participant. Employer discretionary contributions were not made in 2013 or 2012. The employer discretionary contributions are allocated to participants who, with respect to the plan year for which a contribution is made, are employed by the Company on the last day of the plan year, have worked 1,000 hours in that year, and have elected a deferral contribution. The employer discretionary contributions are allocated as an additional matching contribution.

 

  4    (Continued)


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The applicable dollar limits on pre-tax contributions allow individuals who have reached age 50 by the end of the plan year, and who may no longer make pre-tax contributions because of limitations imposed by the Code or the Plan, to make “catch-up contributions” for that year. Eligible individuals may make “catch-up contributions” up to the lesser of (a) the individual’s compensation for the year less any other deferrals, or (b) $5,500 for 2013 and 2012.

Assets of $284,682,213 and $2,011,420 in 2013 and 2012, respectively, were transferred into the Plan due to various acquisitions and are included in rollovers on the Statements of Changes in Net Assets Available for Benefits.

 

  (c) Participant Accounts

All employer and employee contributions made to the Plan on behalf of a participant will be credited to the account established in that participant’s name. As of each valuation date, each participant’s account, after taking into account any contributions made on behalf of that participant and allocated to their account, is credited with earnings/losses attributable to the participant’s chosen investments. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account. All amounts credited to the participant’s account are invested as directed by the participant. All dividends, capital gain distributions, and other earnings received on investment options are specifically credited to a participant’s account and are immediately used to invest in additional shares of those investment options.

 

  (d) Vesting

Participants are vested immediately in their contributions plus actual earnings/losses thereon. Vesting in the employer contribution to their accounts is based on years of service as defined in the Plan. A participant is 50% vested after two years of service and 100% vested after three years of service.

 

  (e) Forfeitures

Forfeitures are first applied to pay administrative expenses and then to offset required employer contributions. For the years ended December 31, 2013 and 2012, forfeitures of $715,337 and $757,339, respectively, were used to pay administrative expenses and to offset required employer contributions. At December 31, 2013 and 2012, forfeited nonvested accounts totaled $1,420,390 and $478,864, respectively.

 

  (f) Notes Receivable from Participants

Participants may borrow up to a maximum of $50,000 or 50% of their vested account balance, whichever is less. The majority of the Plan’s outstanding notes receivable from participants are secured by the vested balance in the participant’s account with original terms of up to 60 months; however, a longer term may be permitted in accordance with the Plan document. The notes receivable from participants bear interest at rates which are commensurate with local prevailing rates as determined quarterly by the Plan Administrator. A maximum of two notes receivable with outstanding balances is permitted at any time for each participant.

 

  (g) Payment of Benefits

Upon termination of employment, a participant may elect to receive a distribution equal to the value of the participant’s vested interest in their account in the form of a lump-sum amount, agreed upon installments, or a life annuity with or without a survivor option. Employees (other than 5% owners) who attain the age of 70 12 years will not be required to commence minimum distributions until they terminate employment. Employees who are 5% owners must commence minimum distributions by April 1st of the calendar year after they attain the age of 70 12 years. Employees may elect withdrawals during employment subject to the terms described in the Plan document.

 

  5    (Continued)


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(2) Summary of Significant Accounting Policies

The following are the significant accounting policies followed by the Plan:

 

  (a) Basis of Accounting

The accompanying financial statements are prepared on the accrual basis of accounting.

 

  (b) Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

 

  (c) Investment Valuation and Income Recognition

The Plan’s investments are stated at fair value with the exception of the Vanguard Retirement Savings Trust (VRST), which is a common collective trust fund that is fully invested in contracts deemed to be fully benefit-responsive, and stated at contract value. The contract value is the relevant measure to the Plan because it is the amount that is available for Plan benefits. Accordingly, investments as reflected in the Statements of Net Assets Available for Benefits state the VRST at fair value, with a corresponding adjustment to reflect the investment at contract value. Shares of registered investment companies and the SAP ADR Stock Fund are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. The remaining Vanguard Common Collective trusts are valued based on their underlying securities.

Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Interest income is accrued when earned.

 

  (d) Notes Receivable from Participants

Notes receivable from participants are valued at cost, which approximates fair value.

 

  (e) Payment of Benefits

Benefits are recorded when paid.

 

  (f) Fully Benefit-Responsive Investment Contracts

As described in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Subtopic 946-210, Balance Sheet, investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement, as contract value is the amount participants will receive if they were to initiate permitted transactions under the terms of the Plan. As required by ASC Subtopic 946-210, the Statements of Net Assets Available for Benefits presents the investment contracts at fair value with the adjustment from fair value to contract value. The Statements of Changes in Net Assets Available for Benefits are prepared on a contract value basis.

 

  6    (Continued)


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The investment in the VRST includes fully benefit-responsive investments stated at fair value. Contract value is equal to principal balance plus accrued interest. There are no reserves against contract value for credit risk of the contract issuer or otherwise. The average yield and crediting interest rates for the VRST were 1.98% and 1.56%, respectively, for 2013 and 2.22% and 1.82%, respectively, for 2012. The crediting interest rate is based on a formula agreed upon with the issuer. Certain events limit the ability of the Plan to transact at contract value with the issuer. Such events include the following: (i) amendments to the Plan documents (including complete or partial plan termination or merger with another plan); (ii) changes to the Plan’s prohibition on competing investment options or deletion of equity wash provisions; (iii) bankruptcy of the Plan Sponsor or other Plan Sponsor events (e.g., divestitures or spin-offs of a subsidiary) which cause a significant withdrawal from the Plan, or (iv) the failure of the trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA. The Plan Administrator does not believe that any such event that would limit the Plan’s ability to transact at contract value with participants is probable of occurring.

 

  (g) Recently Issued Accounting Standards

Effective January 1, 2012, the Company adopted FASB authoritative guidance that amends previous guidance for fair value measurement and disclosure requirements. The revised guidance changes certain fair value measurement principles, clarifies the application of existing fair value measurements and expands the disclosure requirements, particularly for Level 3 fair value measurements. Adoption of the amendments did not have a material impact to the Plan’s financial statements.

 

(3) Fair Value Measurements

FASB ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date and establishes a framework for measuring fair value. It establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.

Valuation Hierarchy

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of the fair value hierarchy under FASB ASC Topic 820 are described as follows:

 

Level 1

   Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 1 assets and liabilities include registered investment companies (mutual funds), money market funds, common stocks and brokerage option.

Level 2

   Observable inputs other than Level 1 prices, for example, quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs that are observable or can be corroborated, either directly or indirectly, for substantially the full term of the financial instrument. Level 2 assets and liabilities include items that are traded less frequently than exchange traded securities and whose model inputs are observable in the markets or can be corroborated by market observable data. Examples in this category are common collective trust funds.

Level 3

   Inputs to the valuation methodology are unobservable and significant to the fair value measurement. These unobservable inputs reflect the Plan’s own assumptions about the market that participants would use to price an asset based on the best information available in the circumstances. The Plan has no Level 3 investments.

 

  7    (Continued)


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Valuation Methodologies

Following is a description of the valuation methodologies used for instruments measured at fair value.

Registered Investment Companies: Mutual funds are valued at the net asset value (NAV) on a market exchange. Each fund’s NAV is calculated as of the close of business of the New York Stock Exchange and National Association of Securities Dealers Automated Quotations.

SAP ADR Stock Fund: The stock fund includes the Company’s common stock and is valued at the closing price reported in the active market in which the individual securities are traded.

Vanguard Brokerage Option: Equities are valued at last quoted sales price as of the close of business. Such securities not traded as of the close of business are valued at the last quoted bid prices.

Common Collective Trust Funds: These investments are public investment securities valued using the NAV provided by the Trustee. The NAV is quoted on a private market that is not active; however, the unit price is based on underlying investments, which are traded on an active market.

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies and assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following table summarizes, by level within the fair value hierarchy, the Plan’s investment assets at fair value as of December 31, 2013. As required by FASB ASC Topic 820, assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

                                                                                   
     Fair Value Measurements Using Input Levels:         
     Level 1      Level 2      Level 3      Total  

Mutual Funds:

           

Vanguard Wellington Fund

   $ 757,092,962       $ —         $ —         $ 757,092,962   

U.S. Equity Funds

     518,325,100         —           —           518,325,100   

International Equity Funds

     300,799,729         —           —           300,799,729   

Vanguard Institutional Index
Fund

     273,266,199         —           —           273,266,199   

Vanguard Total Bond Market
Index Fund

     127,618,404         —           —           127,618,404   

Money Market Fund

     1,587,048         —           —           1,587,048   

SAP ADR Stock Fund

     43,956,093         —           —           43,956,093   

Vanguard Brokerage Option

     9,936,388         —           —           9,936,388   

Common Collective Trust Funds

     —           518,476,946         —           518,476,946   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total investments measured at
fair value

   $ 2,032,581,923       $ 518,476,946       $ —         $ 2,551,058,869   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

  8    (Continued)


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The following table summarizes, by level within the fair value hierarchy, the Plan’s investment assets at fair value as of December 31, 2012. As required by FASB ASC Topic 820, assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

                                                                                   
     Fair Value Measurements Using Input Levels:         
     Level 1      Level 2      Level 3      Total  

Mutual Funds:

           

Vanguard Wellington Fund

   $ 445,409,976       $ —         $ —         $ 445,409,976   

U.S. Equity Funds

     327,328,857         —           —           327,328,857   

International Equity Funds

     212,977,161         —           —           212,977,161   

Vanguard Institutional Index
Fund

     182,152,856         —           —           182,152,856   

Vanguard Total Bond Market
Index Fund

     125,594,957         —           —           125,594,957   

Money Market Fund

     798,263         —           —           798,263   

SAP ADR Stock Fund

     36,514,652         —           —           36,514,652   

Common Collective Trust Funds

     —           402,645,483         —           402,645,483   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total investments measured at
fair value

   $ 1,330,776,722       $ 402,645,483       $ —         $ 1,733,422,205   
  

 

 

    

 

 

    

 

 

    

 

 

 

At December 31, 2013, the Plan had $169,158,014 of investments in alternative investment funds which are reported at fair value and had concluded that the net asset value reported by the underlying funds approximates the fair value of the investments. These investments are redeemable at net asset value under agreements with the underlying funds. However, it is possible that these redemption rights may be restricted or eliminated by the funds in the future in accordance with the underlying fund agreements. Due to the nature of the investments held by the funds, changes in market conditions and the economic environment may significantly impact the net asset value of the funds and, consequently, the fair value of the Plan’s interest in the funds. Furthermore, changes to the liquidity provisions of the funds may significantly impact the fair value of the Plan’s interest in the funds.

 

(4) Investments

The following presents investments that represent 5% or more of the Plan’s net assets:

 

     December 31  
     2013     2012  

Vanguard Wellington Fund

   $ 757,092,962      $ 445,409,976   

Vanguard Institutional Index Fund

     273,266,199        182,152,856   

Vanguard Retirement Savings Trust

     169,158,014        154,478,383   

Vanguard Total Bond Market Index Fund

     —       125,594,957   

Vanguard International Growth Fund

     146,744,908        117,373,532   

Vanguard Windsor II Fund

     —       91,532,401   

* Balance does not exceed 5% or more of the Plan’s net assets.

 

  9    (Continued)


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During 2013 and 2012, the Plan’s investments, including gains and losses on investments bought and sold, as well as held during the year, appreciated in fair value as follows:

 

     2013      2012  

Mutual Funds

   $ 292,148,204       $ 142,583,658   

SAP ADR Stock Fund

     3,881,364         12,690,805   

Common Collective Trust Funds

     54,067,210         —     
  

 

 

    

 

 

 
   $ 350,096,778       $ 155,274,463   
  

 

 

    

 

 

 

 

(5) Related-Party Transactions

Certain Plan investments are shares of mutual funds, stocks or common collective trust funds managed by an affiliate of Vanguard Fiduciary Trust Company. Vanguard Fiduciary Trust Company is the Trustee as defined by the Plan (Plan Trustee) and, therefore, these transactions qualify as party-in-interest transactions. All fees for the investment management services are paid by the Company. The Company may be reimbursed for reasonable Plan expenses paid by the Company on behalf of the Plan, provided the Company advises the Plan Trustee of the liability owed to the Company. Additionally, participants can invest in the Parent Company’s ADR Stock Fund. The Parent Company is a related party.

 

(6) Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to amend, modify, or terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100% vested in their employer contributions.

 

(7) Tax Status

On February 13, 2014, the IRS issued a favorable determination letter to the Company indicating that the Plan, as amended and restated as of January 1, 2006, remains in compliance with the applicable provisions of the Code and the regulations thereunder. The Plan has been amended since January 1, 2006; however, the Plan Administrator and the Plan’s counsel believe that the Plan, both in form and in operation, remains in compliance with applicable provisions of the Code and the regulations thereunder.

 

(8) Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.

 

  10    (Continued)


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(9) Differences between Financial Statements and Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500.

 

     December 31  
     2013      2012  

Net assets available for benefits per the financial statements

   $ 2,586,991,346       $ 1,758,678,956   

Adjustment to fair value from contract value for fully
benefit-responsive investment contracts

     4,479,262         7,510,080   
  

 

 

    

 

 

 

Net assets available for benefits per the Form 5500

   $ 2,591,470,608       $ 1,766,189,036   
  

 

 

    

 

 

 

The following is a reconciliation of investment income per the financial statements to the Form 5500.

 

     Years ended December 31  
     2013     2012  

Investment income per the financial statements

   $ 436,240,367      $ 200,610,958   

Adjustment to fair value from contract value for fully
benefit-responsive investment contracts

     4,479,262        7,510,080   

Reversal of prior year adjustment to fair value from contract value for fully benefit-responsive investment contracts

     (7,510,080     (5,531,416
  

 

 

   

 

 

 

Investment income per the Form 5500

   $ 433,209,549      $ 202,589,622   
  

 

 

   

 

 

 

 

(10) Subsequent Events

On January 2, 2014, the 401(k) plan for Ariba, Inc. was liquidated which resulted in rollover contributions to the Plan of $157,236,322.

 

11


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Schedule 1

SAP AMERICA, INC.

401(k) PLAN

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2013

 

Identity of issue, borrower, lessor, or    Description of investment       

similar party

  

and notes receivable

   Current value  

(*) Vanguard Funds:

  

   Wellington

   Registered investment company    $ 757,092,962  

   Institutional Index

   Registered investment company      273,266,199  

   International Growth

   Registered investment company      146,744,908  

   Strategic Equity

   Registered investment company      128,463,721  

   Total Bond Market Index

   Registered investment company      127,618,404  

   Windsor II

   Registered investment company      124,546,940  

   Explorer

   Registered investment company      107,339,573  

   Global Equity

   Registered investment company      94,027,378  

   Morgan Growth

   Registered investment company      67,442,805  

   Extended Market Index

   Registered investment company      44,850,960  

   Total International Stock Index

   Registered investment company      44,497,726  

   Growth Index

   Registered investment company      27,164,028  

   U.S. Growth

   Registered investment company      18,517,073  

   Emerging Markets Stock Index

   Registered investment company      15,529,717  

(*) Vanguard Trusts:

  

(**)    Retirement Savings

   Common collective trust      169,158,014  

   Target Retirement 2035

   Common collective trust      71,365,866  

   Target Retirement 2030

   Common collective trust      70,156,473  

   Target Retirement 2025

   Common collective trust      61,919,097  

   Target Retirement 2020

   Common collective trust      40,509,534  

   Target Retirement 2040

   Common collective trust      39,260,637  

   Target Retirement 2015

   Common collective trust      22,824,408  

   Target Retirement 2045

   Common collective trust      15,340,651  

   Target Retirement Income

   Common collective trust      10,931,383  

   Target Retirement 2050

   Common collective trust      8,085,299  

   Target Retirement 2010

   Common collective trust      5,568,480  

   Target Retirement 2055

   Common collective trust      2,500,001  

   Target Retirement 2060

   Common collective trust      857,103  

(*) Vanguard Brokerage Option

   Vanguard brokerage option      9,936,388  

(*) Vanguard Prime Money Market Fund

   Interest-bearing cash account      1,587,048  

(*) SAP ADR Stock Fund

   American depository receipts      43,956,093  

(*) Notes receivable from participants

   Notes receivable bearing interest at rates ranging from 3.25% to 10.50% due through the year 2027      25,911,827  
     

 

 

 
      $ 2,576,970,696  
     

 

 

 

(*)   Denotes party-in-interest.

 

(**)  Represents the fair value. The contract value as of December 31, 2013 was $164,678,752 for the Vanguard Retirement Savings Trust.

See accompanying Report of Independent Registered Public Accounting Firm.

 

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Plan Administrator has duly caused this Annual Report to be signed on the SAP America, Inc. 401(k) Plan’s behalf by the undersigned hereunto duly authorized.

 

SAP America, Inc. 401(k) Plan
By:  

/s/ Johnna Seal

  Johnna Seal
  Plan Administrator
Date: June 27, 2014

 

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Exhibit Index

 

Exhibit No.

  

Description

23.1    Consent of Independent Registered Public Accounting Firm

 

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