e11vk
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE
REQUIRED] |
For the fiscal year ended December 31, 2007
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE
REQUIRED] |
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-3
SAP AMERICA, INC.
401(k) PLAN
Table of Contents
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Schedule: |
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1 Schedule H, Line 4i — Schedule of Assets (Held at End of Year), December 31, 2007 |
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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, 2007 and 2006, and the related statements of changes
in net assets available for benefits for the years ended December 31, 2007 and 2006. 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, 2007 and 2006, and
the changes in net assets available for benefits for the years ended December 31, 2007 and 2006 in
conformity with U.S. generally accepted accounting principles.
Our audits were performed 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, 2007 is presented for purposes 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, 2008
1
SAP AMERICA, INC.
401(k) PLAN
Statements of Net Assets Available for Benefits
December 31, 2007 and 2006
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2007 |
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2006 |
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Assets: |
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Investments, at fair value |
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$ |
817,271,271 |
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$ |
693,010,369 |
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Participant loans |
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6,910,922 |
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6,258,747 |
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Receivables: |
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Employer contributions |
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591,829 |
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481,690 |
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Participant contributions |
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2,112,840 |
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1,794,163 |
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Total receivables |
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2,704,669 |
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2,275,853 |
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Net assets, reflecting investments at fair value |
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826,886,862 |
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701,544,969 |
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Adjustment from fair value to contract
value for
fully benefit-responsive investment
contracts |
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(356,090 |
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420,920 |
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Net assets available for benefits |
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$ |
826,530,772 |
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$ |
701,965,889 |
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See accompanying notes to financial statements.
2
SAP AMERICA, INC.
401(k) PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 2007 and 2006
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2007 |
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2006 |
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Additions: |
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Additions to net assets attributed to: |
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Investment income: |
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Net (depreciation) appreciation in
fair value of investments |
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$ |
(6,312,105 |
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$ |
44,151,353 |
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Interest and dividend income |
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54,408,857 |
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35,848,732 |
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48,096,752 |
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80,000,085 |
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Contributions: |
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Employer |
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23,177,307 |
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19,265,629 |
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Participant |
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83,208,518 |
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69,041,282 |
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Rollovers |
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14,472,999 |
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20,567,047 |
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120,858,824 |
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108,873,958 |
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Total additions |
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168,955,576 |
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188,874,043 |
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Deductions: |
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Deductions from net assets attributed to: |
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Benefits paid to participants |
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44,303,843 |
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34,640,201 |
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Administrative expenses |
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86,850 |
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20,257 |
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Total deductions |
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44,390,693 |
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34,660,458 |
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Net increase |
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124,564,883 |
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154,213,585 |
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Net assets available for benefits: |
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Beginning of year |
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701,965,889 |
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547,752,304 |
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End of year |
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$ |
826,530,772 |
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$ |
701,965,889 |
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See accompanying notes to financial statements.
3
SAP AMERICA, INC.
401(k) PLAN
Notes to Financial Statements
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.
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 Retail, Inc., SAP
Governance Risk & Compliance, Inc., and OutlookSoft Corporation (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).
Participants may contribute a portion of their eligible annual compensation, as defined
in the Plan, not to exceed $15,500 for 2007 and $15,000 for 2006. 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 21 mutual funds, the Parent Company’s ADR Stock Fund and one
common collective trust as investment options for participants. The Company matches 50%
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 $225,000 and $220,000 in 2007 and 2006,
respectively. 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.
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 2007 or 2006. 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.
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) $5,000
for 2007 and 2006.
(Continued)
4
Assets of $2,936,152 and $13,403,005 in 2007 and 2006, 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.
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 in the proportion that the amount in the participant’s account bears to
the total amount in the accounts of all Plan participants. 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.
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.
Forfeitures are first applied to pay administrative expenses and then to offset required
employer contributions. For the years ended December 31, 2007 and 2006, forfeitures of
$13,313 and $89,441, respectively, were used to pay administrative expenses and to offset
required employer contributions. At December 31, 2007 and 2006, forfeited nonvested
accounts totaled $2,536,003 and $1,796,155, respectively.
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 loans 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 loans bear interest
at rates which are commensurate with local prevailing rates as determined quarterly by the
Plan Administrator. A maximum of two loans with outstanding balances is permitted at any
time by each participant.
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 701/2 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 701/2 years. Employees may elect withdrawals during employment subject to
the terms described in the Plan document.
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Summary of Significant Accounting Policies
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The following are the significant accounting policies followed by the Plan:
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(Continued)
5
The accompanying financial statements are prepared on the accrual basis of accounting.
The preparation of financial statements in conformity with U.S. generally accepted
accounting principles 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.
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(c) |
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Investment Valuation and Income Recognition |
The Plan’s investments are stated at fair value with the exception of the Vanguard
Retirement Savings Trust, 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 Vanguard Retirement Savings Trust at its 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. Participant loans are valued at cost, which approximates fair value.
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.
Benefits are recorded when paid.
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(e) |
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Recent Accounting Pronouncement |
In September 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) No.
157, Fair Value Measurement. This standard clarifies the definition of fair value for
financial reporting, establishes a framework for measuring fair value, and requires
additional disclosures about the use of fair value measurements. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after November 15,
2007. Plan management is currently evaluating the effect that the provisions of SFAS No.
157 will have on the Plan’s financial statements.
The following presents investments that represent 5% or more of the Plan’s net assets:
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December 31 |
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2007 |
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2006 |
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Vanguard Wellington Fund |
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$ |
178,337,255 |
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$ |
154,129,424 |
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Vanguard 500 Index Fund |
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103,897,838 |
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88,745,869 |
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Vanguard Windsor II Fund |
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81,580,173 |
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79,066,242 |
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Vanguard International Growth Fund |
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70,442,521 |
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48,478,156 |
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Vanguard Global Equity Fund |
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67,088,397 |
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43,036,096 |
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Vanguard Strategic Equity Fund |
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63,333,841 |
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57,301,073 |
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Vanguard Explorer Fund |
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47,983,365 |
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52,507,578 |
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Vanguard Retirement Savings Trust |
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47,478,681 |
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43,742,304 |
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Vanguard U.S. Growth Fund |
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— |
* |
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40,733,168 |
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Balance does not exceed 5% or more of the Plan’s net assets at December 31, 2007. |
(Continued)
6
During 2007 and 2006, the Plan’s investments, including gains and losses on investments bought
and sold, as well as held during the year, (depreciated) appreciated in fair value as follows:
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2007 |
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2006 |
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Mutual Funds |
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$ |
(6,103,635 |
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$ |
42,694,895 |
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SAP ADR Stock Fund |
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(208,470 |
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1,456,458 |
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$ |
(6,312,105 |
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$ |
44,151,353 |
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| (4) |
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Related-Party Transactions |
Certain Plan investments are shares of mutual funds or a common collective trust fund 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.
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.
On October 16, 2002, the Internal Revenue Service issued a favorable determination letter to
the Company indicating that the Plan, as amended and restated as of January 1, 1997, remains
in compliance with the applicable provisions of the Code and the regulations thereunder. The
Plan has been amended since January 1, 1997; 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.
| (7) |
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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.
7
Schedule 1
SAP AMERICA, INC.
401(k) PLAN
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
December 31, 2007
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| Identity of issue, borrower, lessor, or |
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| similar party |
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Description of investment |
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Current value |
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| (*) |
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Vanguard Funds: |
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Wellington |
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Registered Investment Company |
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$ |
178,337,255 |
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500 Index |
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Registered Investment Company |
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103,897,838 |
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Windsor II |
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Registered Investment Company |
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81,580,173 |
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International Growth |
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Registered Investment Company |
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70,442,521 |
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Global Equity |
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Registered Investment Company |
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67,088,397 |
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Strategic Equity |
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Registered Investment Company |
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63,333,841 |
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Explorer |
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Registered Investment Company |
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47,983,365 |
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Total Bond Market Index |
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Registered Investment Company |
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32,922,760 |
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U.S. Growth |
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Registered Investment Company |
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24,235,891 |
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Target Retirement 2030 |
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Registered Investment Company |
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17,552,977 |
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Target Retirement 2035 |
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Registered Investment Company |
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16,566,644 |
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Target Retirement 2025 |
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Registered Investment Company |
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14,442,678 |
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Morgan Growth |
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Registered Investment Company |
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12,067,249 |
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Target Retirement 2020 |
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Registered Investment Company |
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9,365,441 |
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Target Retirement 2015 |
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Registered Investment Company |
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7,474,733 |
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Target Retirement 2040 |
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Registered Investment Company |
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4,780,157 |
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Target Retirement 2010 |
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Registered Investment Company |
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3,093,565 |
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Target Retirement 2045 |
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Registered Investment Company |
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1,771,323 |
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Target Retirement Income |
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Registered Investment Company |
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907,270 |
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Target Retirement 2005 |
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Registered Investment Company |
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695,522 |
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Target Retirement 2050 |
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Registered Investment Company |
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526,059 |
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| (*) (**) |
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Vanguard Retirement Savings Trust |
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Common Collective Trust |
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47,478,681 |
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| (*) |
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SAP ADR Stock Fund |
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American Depository Receipts |
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10,370,841 |
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| (*) |
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Participant loans |
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Participant loans bearing interest at rates ranging from 5% to 10.5% due through the year 2017. |
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6,910,922 |
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$ |
823,826,103 |
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| (*) |
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Denotes party-in-interest. |
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| (**) |
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Represents the contract value. The fair value of this investment as of December 31, 2007 was $47,834,771. |
See accompanying Report of Independent Registered Public Accounting Firm.
8
Exhibit
The following exhibit is filed herewith.
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| Exhibit No. |
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Description |
23.1
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Consent of Independent Registered Public Accounting Firm |
II-1
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 SAP America, Inc. 401(k) Plan’s
behalf by the undersigned hereunto duly authorized.
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SAP America, Inc. 401(k) Plan
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| By: |
/s/ Pat Pettinati
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Pat Pettinati |
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Plan Administrator |
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Date:
June 27, 2008
II-2
Exhibit Index
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| Exhibit No. |
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Description |
23.1
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Consent of Independent Registered Public Accounting Firm |
II-3