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1、 SAP Annual Report on Form 20-F 2023 SAP 2023 Annual Report on Form 20-F 2 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 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF TH

2、E SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31,2023 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 com

3、pany 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 Registrants name into English)Federal Republic of Germany(Jurisdiction of incorporation or organization)Dietmar-Hopp-Allee 16

4、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)SAP 20

5、23 Annual Report on Form 20-F 3 Securities registered or to be registered pursuant to Section 12(b)of the Act:Title of each class (SAP)SAP Name of each exchange on which registered American Depositary Shares,each Representing one Ordinary Share,without nominal value New York Stock Exchange Ordinary

6、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 issuers class

7、es 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 31,2023)*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 re

8、port 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

9、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 th

10、at 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,if any,every Interactive Data File required to be submitted pursuant to Rule 405 of Regulatio

11、n S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit 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.

12、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 acc

13、ordance 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

14、 to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.SAP 2023 Annual Report on Form 20-F 4 Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness o

15、f its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financia

16、l statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the r

17、egistrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).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 Intern

18、ational Accounting Standards Board 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 comp

19、any(as defined in Rule 12b-2 of the Exchange Act).Yes No *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 61,275

20、,176 treasury shares.SAP 2023 Annual Report on Form 20-F 5 THIS PAGE INTENTIONALLY LEFT BLANK SAP 2023 Annual Report on Form 20-F 6 Introduction 8 Forward-Looking Statements 8 Performance Management System 11 PART I 21 ITEM 1.IDENTITY OF DIRECTORS,SENIOR MANAGEMENT AND ADVISERS 21 ITEM 2.OFFER STATI

21、STICS AND EXPECTED TIMETABLE 21 ITEM 3.KEY INFORMATION 21 Exchange Rates 21 Dividends 22 Risk Factors 24 ITEM 4.INFORMATION ABOUT SAP 32 Strategy and Business Model 33 Seasonality 42 Security,Cloud Compliance,Data Protection and Privacy 43 Human Capital Resources 47 Energy and Emissions 54 Intellect

22、ual Property,Proprietary Rights and Licenses 59 Description of Property 61 ITEM 4A.UNRESOLVED STAFF COMMENTS 63 ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS 63 Operating Results(IFRS)68 Foreign Currency Exchange Rate Exposure 81 Liquidity and Capital Resources 81 Research and Development 89 N

23、ew Accounting Standards Not Yet Adopted 89 Expected Developments 89 ITEM 6.DIRECTORS,SENIOR MANAGEMENT AND EMPLOYEES 95 Compensation Report 98 Independent Auditors Report 131 Employees 133 Share Ownership 134 Share-Based Compensation Plans 135 ITEM 7.MAJOR SHAREHOLDERS AND RELATED-PARTY TRANSACTIONS

24、 135 ITEM 8.FINANCIAL INFORMATION 136 ITEM 9.THE OFFER AND LISTING 137 ITEM 10.ADDITIONAL INFORMATION 138 ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 152 ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 152 SAP 2023 Annual Report on Form 20-F 7 ITEM 13.DEFAULTS,D

25、IVIDEND ARREARAGES AND DELINQUENCIES 154 ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 154 ITEM 15.CONTROLS AND PROCEDURES 154 ITEM 16.RESERVED 156 ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT 156 ITEM 16B.CODE OF ETHICS 156 ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND

26、SERVICES 157 ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 158 ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 158 ITEM 16F.CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT 159 ITEM 16G.DIFFERENCES IN CORPORATE GOVERNANCE PRACTICES 160 ITEM 16H.MINE

27、SAFETY DISCLOSURE 166 ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 166 ITEM 16J.INSIDER TRADING POLICIES 166 ITEM 16K.CYBERSECURITY 167 ITEM 17.FINANCIAL STATEMENTS 171 ITEM 18.FINANCIAL STATEMENTS 171 ITEM 19.EXHIBITS 171 Signatures 173 Index to the Consolidated Fina

28、ncial Statements 174 SAP 2023 Annual Report on Form 20-F 8 Introduction SAP SE is a European Company(Societas Europaea,or“SE”)and is referred to in this report,together with its subsidiaries,as SAP,or as“Company,”“Group,”“we,”“our,”or“us.”In this report:(i)references to“US$,”“$,”or“dollars”are to U.

29、S.dollars;(ii)references to”or“euro”are to the euro.Our financial statements are denominated in euros,which is the currency of our home country,Germany.Certain amounts that appear in this report may not add up because of differences due to rounding.All numbers in SAPs Consolidated Financial Statemen

30、ts IFRS are presented according to IFRS 5(unless otherwise noted,figures are based on continuing operations).For more information,see Note D.1.Unless otherwise specified herein,euro financial data have been converted into dollars at the noon buying rate in New York City for cable transfers in foreig

31、n currencies as certified for customs purposes by the Federal Reserve Bank of New York(the“Noon Buying Rate”)on December 31,2023,which was 1.1062 EUR/USD.No representation is made that such euro amounts actually represent such dollar amounts or that such euro amounts could have been or can be conver

32、ted into dollars at that or any other exchange rate on such date or on any other date.On February 9,2024,the Noon Buying Rate for converting euro to dollars was US$1.0782 per 1.00.Unless the context otherwise requires,references in this report to ordinary shares are to SAP SEs ordinary shares,withou

33、t nominal value.References in this report to“ADRs”are to SAP SEs American Depositary Receipts,each representing one SAP ordinary share.References in this report to“ADSs”are to SAP SEs American Depositary Shares,which are the deposited securities evidenced by the ADRs.SAP,Adaptive Server,Advantage Da

34、tabase Server,BusinessObjects,ExpenseIt,LeanIX,PartnerEdge,PowerBuilder,PowerDesigner,Replication Server,SAP Ariba,SAP BusinessObjects Explorer,SAP BW/4HANA,SAP Concur,SAP EarlyWatch,SAP Fieldglass,SAP Fiori,SAP HANA,SAP Jam,SAP Lumira,SAP S/4HANA,SAP SuccessFactors,SAP Vora,Sapphire,SAP Signavio,SQ

35、L Anywhere,Taulia,The Best Run SAP,TripIt,TripLink,Web Intelligence and other SAP products and services mentioned herein as well as their respective logos are trademarks or registered trademarks of SAP SE(or an SAP affiliate company)in Germany and other countries.Throughout this report,whenever a re

36、ference is made to our website,such reference does not incorporate by reference into this report the information contained on our website.We intend to make this report and other periodic reports publicly available on our website()without charge immediately following our filing with the U.S.Securitie

37、s and Exchange Commission(SEC).Such reports are also available on the website maintained by the SEC(www.sec.gov).We assume no obligation to update or revise any part of this report,whether as a result of new information,future events or otherwise,unless we are required to do so by law.Forward-Lookin

38、g Statements This report contains forward-looking statements and information based on the beliefs of,and assumptions made by,our management using information currently available to them.Any statements contained in this report that are not historical facts are forward-looking statements as defined in

39、 the U.S.Private Securities Litigation Reform Act of 1995.We have based these forward-looking statements SAP 2023 Annual Report on Form 20-F 9 on our current expectations,assumptions,and projections about future conditions and events.As a result,our forward-looking statements and information are sub

40、ject to uncertainties and risks.A broad range of uncertainties and risks,many of which are beyond our control,could cause our actual results and performance to differ materially from any projections expressed in or implied by our forward-looking statements.The uncertainties and risks include,but are

41、 not limited to:Cybersecurity and Security:Cybersecurity attacks or breaches,and security vulnerabilities in our infrastructure or services or those of our third-party partners could materially impact our business operations,products and service delivery.Technology and Products:Our technology and pr

42、oducts may experience undetected defects,coding,or configuration errors,may not integrate as expected,or may not meet customer expectations.Ethical Behavior:Our global business exposes us to risks related to unethical behavior and non-compliance with policies by employees,other individuals,partners,

43、third parties or entities associated with SAP.International Laws and Regulations:Laws,regulatory requirements and standards in Germany,the United States,and elsewhere continue to be very stringent.Our international business activities and processes expose us to numerous and often conflicting laws an

44、d regulations,policies,standards,or other requirements and sometimes even conflicting regulatory requirements.Market Share and Profit:Our market share and profit could decline due to increased competition,market consolidation,technological innovation,and new business models in the software industry.

45、Global Economic and Political Environment:Uncertainty in the global economy and/or,financial markets,and social and political instability caused by state-based conflicts,terrorist attacks,civil unrest,war,or international hostilities could lead to disruptions in our business.Data Protection and Priv

46、acy:Non-compliance with increasingly complex and stringent,sometimes even conflicting,applicable data protection and privacy laws or failure to adequately meet the contractual requirements of SAPs customers with respect to our products and services could lead to civil liabilities and fines,as well a

47、s loss of customers.Cloud Operations:We may not be able to properly protect and safeguard our critical information and assets,business operations,cloud offerings and portfolio presentation,and related infrastructure against cyberattacks,insufficient infrastructure,disruption or deficient performance

48、 Innovation:We might not be able to compete effectively if we strategize our solution portfolio ineffectively or if we are unable to keep up with rapid technological and product innovations,enhancements,new business models,and changing market expectations.Sales and Services:Sales and implementation

49、of SAP software and services,including cloud,are subject to several significant risks sometimes beyond our direct control.Mergers and Acquisitions:We might not acquire,integrate and divest companies effectively or successfully.Legal and IP:Claims and lawsuits against us,such as for IP infringements,

50、or our inability to obtain or maintain adequate licenses for third-party technology,or if we are unable to adequately protect or enforce our own intellectual property,may result in adverse outcomes.Partner Ecosystem:If we are unable to scale,maintain,and enhance an effective partner ecosystem,revenu

51、e might not increase as expected.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 managements underlying assumptions prove incorrect,our actual results could differ materially from those described in or

52、inferred from our forward-looking statements and information.SAP 2023 Annual Report on Form 20-F 10 The words“aim,”“anticipate,”“assume,”“believe,”“continue,”“could,”“counting on,”“is confident,”“development,”“estimate,”“expect,”“forecast,”“future trends,”“guidance,”“intend,”“may,”“might,”“outlook,”

53、“plan,”“predict,”“project,”“seek,”“should,”“strategy,”“want,”“will,”“would,”and similar expressions as they relate to us are intended to identify such forward-looking statements.Such statements include,for example,those made in the Operating Results subsection;our quantitative and qualitative disclo

54、sures about market risk pursuant to the International Financial Reporting Standards(IFRS),namely IFRS 7 and related statements in our Notes to the Consolidated Financial Statements;Expected Developments and Risk Factors sections;and other forward-looking information appearing in other parts of this

55、report.To fully consider the factors that could affect our future financial results,both this report and our Integrated Report should be considered,as well as all of our other filings with the U.S.Securities and Exchange Commission(SEC).Readers are cautioned not to place undue reliance on these forw

56、ard-looking statements,which speak only as of the date specified or the date of this report.We undertake no obligation to publicly update or revise any forward-looking statements as a result of new information that we receive about conditions that existed upon issuance of this report,future events,o

57、r otherwise,unless we are required to do so by law.This report includes statistical data about the IT industry and global economic trends that comes from information published by sources including International Data Corporation(IDC),Gartner,the European Central Bank(ECB),and the International Moneta

58、ry Fund(IMF).This type of data represents only the estimates of IDC,Gartner,the ECB,the IMF,and other sources of industry data.SAP does not adopt or endorse any of the statistical information provided by sources such as IDC,Gartner,the ECB,the IMF,or other similar sources that is contained in this r

59、eport.The data from these sources is subject to risks and uncertainties,and subject to change based on various factors,including those described above,in the Risk Factors section,and elsewhere in this report.These and other factors could cause our results to differ materially from those expressed in

60、 the estimates made by third parties and SAP.We caution readers not to place undue reliance on this data.SAP 2023 Annual Report on Form 20-F 11 Performance Management System1 In the reporting year,we used various performance measures to manage our performance with regard to our primary financial obj

61、ectives,which are growth and profitability,and our primary non-financial objectives,which are customer loyalty,employee engagement,and carbon impact.We view growth and profitability as indicators of our current performance,while we see customer loyalty,employee engagement,and carbon impact as indica

62、tors of our future performance.Measures to Manage Our Financial Performance Measures to Manage Our Operating Financial Performance In the reporting year,we used cloud revenue,cloud and software revenue,share of more predictable revenue,current cloud backlog,and operating profit(non-IFRS)as our key m

63、easures to manage our operating financial performance.In addition to these,we used several supporting measures to provide further insight into our financial performance:Cloud revenue:This revenue driver comprises the main revenues of our cloud business.Revenue from cloud is derived from fees earned

64、from providing customers with software as a service(SaaS),platform as a service(PaaS),and infrastructure as a service(IaaS).We measure cloud revenue at actual and constant currencies.For more information about the composition of cloud revenue,and for a description of these services,see the Notes to

65、the Consolidated Financial Statements,Note(A.1).Cloud and software revenue:We use cloud and software revenue expressed in both actual currencies and constant currencies to measure our product growth.Our cloud and software revenue includes cloud revenue plus software license revenue and software supp

66、ort revenue.Cloud revenue and software support revenue are our two largest revenue streams.Customers that purchase software licenses also enter into related support contracts that generate recurring support revenue after the software sale.SAP S/4HANA Cloud revenue:We used SAP S/4HANA Cloud revenue e

67、xpressed in both actual currencies and constant currencies as an additional metric to measure our cloud core ERP growth.SAP offers a choice of SAP S/4HANA Cloud deployments as a public cloud or private cloud SaaS offering.Starting in 2024,SAP S/4HANA Cloud revenue will be replaced by the Cloud ERP S

68、uite revenue metric.Cloud ERP Suite revenue:We use Cloud ERP Suite revenue expressed in both actual currencies and constant currencies as a metric to measure the growth of our portfolio of strategic cloud solutions.Cloud ERP Suite references those offerings that are tightly integrated with our core

69、ERP solutions and are included in key commercial packages,such as RISE with SAP.The following offerings currently contribute to Cloud ERP Suite revenue:SAP S/4HANA Cloud,SAP Business Technology Platform,and core solutions for HR and payroll,spend management,commerce,customer data solutions,business

70、process transformation,and working capital management.Total revenue:We use total revenue to measure our growth at both actual currencies and constant currencies.Share of more predictable revenue:We use share of more predictable revenue as a measure to provide additional insight into our sustained bu

71、siness success.The total of cloud revenue and support revenue divided by total revenue is the share of more predictable revenue.1 Unless otherwise stated,all performance measures are based on our continuing operations.SAP 2023 Annual Report on Form 20-F 12 Cloud backlog:We use the following measures

72、,in both actual and at constant currencies,to measure our forward-looking cloud performance:Total cloud backlog(TCB)Current cloud backlog(CCB)SAP S/4HANA CCB(to be discontinued in 2024)As of a specific key date,the TCB is the total contractually committed cloud revenue we expect to recognize and the

73、 CCB is the contractually committed cloud revenue we expect to recognize over the upcoming 12 months.Thus,they are subcomponents of our overall remaining performance obligations following IFRS 15.120.For our committed cloud business,we believe the TCB and the CCB are valuable indicators of our go-to

74、-market success,as they reflect both new contracts won and existing contracts renewed.For more information on how we calculate these numbers,see the Notes to the Consolidated Financial Statements,Note(A.1).As an additional metric,we used SAP S/4HANA CCB to measure the contractually committed cloud c

75、ore ERP revenue we expect to recognize over the upcoming 12 months as of a specific key date.Starting in 2024,we will no longer disclose SAP S/4HANA CCB.Cloud gross profit(non-IFRS):We use cloud gross profit(non-IFRS)expressed in both actual currencies and constant currencies to measure the process

76、efficiency and performance of our cloud business.Operating profit(non-IFRS):We use operating profit(non-IFRS)expressed in both actual currencies and constant currencies to measure our overall operational process efficiency and overall business performance.Cloud gross margin(non-IFRS):We use our clou

77、d gross margin(non-IFRS)to measure our process efficiency in our cloud business.Cloud gross margin(non-IFRS)is the ratio of our cloud gross profit(non-IFRS)to cloud revenue,expressed as a percentage.Operating margin(non-IFRS):We use operating margin(non-IFRS)to measure our overall operational proces

78、s efficiency.Operating margin(non-IFRS)is the ratio of our operating profit(non-IFRS)to total revenue,expressed as a percentage.Measures to Manage Our Non-Operating Financial Performance We used the following supporting measure to provide insight into our non-operating financial performance:Financia

79、l income,net(IFRS and non-IFRS):This measure provides insight into the return on liquid assets and capital investments,and the cost of borrowed funds.To manage our financial income,net,we focus on cash flow,the composition of our liquid assets and capital investment portfolio,and the average rate of

80、 interest at which liquid assets and capital investments are invested.We also monitor average outstanding borrowings and associated finance costs.Measures to Manage Overall Financial Performance We used free cash flow as the key measure to manage our overall financial performance.In addition to that

81、,we used several supporting measures to provide further insight into our overall financial performance:Earnings per share(EPS)(IFRS and non-IFRS)2:EPS(basic and diluted)measures our overall performance because it captures all operating and non-operating elements of profit as well as income tax expen

82、se.It represents the portion of profit after tax attributable to equity holders of SAP SE allocable to each SAP share outstanding.EPS is influenced not only by our operating and non-operating business and income taxes but also by the number of shares outstanding.2 We report earnings per share for ou

83、r continuing operations,and total earnings per share for our continuing and discontinued operations.SAP 2023 Annual Report on Form 20-F 13 Effective tax rate(IFRS and non-IFRS):We define our effective tax rate as the ratio of income tax expense to profit before tax,expressed as a percentage.Operatin

84、g,investing,and financing cash flows and free cash flow:Our consolidated statements of cash flows provide insight into how we generated and used cash and cash equivalents.When applied in conjunction with the other primary financial statements,it provides information that helps us evaluate the change

85、s in our net assets,our financial structure(including our liquidity and solvency),and our ability to affect the amounts and timing of cash flows to adapt to changing circumstances and opportunities.We use our free cash flow measure to determine the cash flow remaining after all expenditures required

86、 to maintain or expand our organic business have been paid off.This measure provides management with supplemental information to assess our liquidity needs.We calculate free cash flow as net cash from operating activities minus purchases(other than purchases made in connection with business combinat

87、ions)of intangible assets and property,plant,and equipment,as well as payments of lease liabilities.Measures to Manage Our Non-Financial Performance In the reporting year,we used the Customer Net Promoter Score(NPS),Employee Engagement Index,and net carbon emissions as our key measures to manage our

88、 non-financial performance.In addition to these,we used the Leadership Trust NPS as a supporting measure to provide further insight into our non-financial performance:Customer NPS:The annual assessment of customer loyalty is based on a survey that includes the Customer NPS metric.The Customer NPS sc

89、ore is calculated based on the“Likelihood to Recommend”question with its proprietary scoring,identified on a scale of 010.We use this measure because we believe that we can only achieve our financial goals when our customers are loyal to,and satisfied with,SAP and our solutions.To derive the Custome

90、r NPS,we start with the percentage of“promoters”of SAP,that is,those giving us a score of 9 or 10 on a scale of 010.We then subtract the percentage of“detractors,”that is,those giving us a score of 06.The method ignores“passives,”that is,those giving us a score of 7 or 8.Consequently,the range of ac

91、hievable scores is 100 to+100,with the latter being the best achievable score for customer loyalty as measured by the Customer NPS methodology.Starting in 2023,we made adjustments to the survey to further improve data quality and to align the sample more closely with SAPs business priorities.We have

92、 excluded incomplete responses and responses from respondents who report that they have no influence over purchasing decisions,and we have restricted the number of eligible responses from Concur.We determine the Employee Engagement Index and the Leadership Trust NPS as the average of the scores retr

93、ieved in each of the surveys we run within a fiscal year.Our engagement survey program“#Unfiltered”runs according to a“continuously listening”approach that includes multiple data collections throughout the year.The average scores provide an assessment,for the full year,of our employees engagement an

94、d trust level.We measure both the Employee Engagement Index and the Leadership Trust NPS to get insights on the following:Employee Engagement Index:We use this index to measure the satisfaction and commitment of our employees,how proud they are of our company,and how strongly they identify with SAP.

95、Applying this measure is recognition that our growth strategy depends on engaged employees.The index is measured as a percentage of favorable responses using five questions from our#Unfiltered engagement survey program.Leadership Trust NPS:We use this score to further enhance accountability and to m

96、easure our collective effort to foster a work environment based on trust.It is derived from a question in our surveys that gauges employees trust in our leaders.Based on the Customer NPS methodology,the Leadership Trust NPS is calculated as a percentage of“promoters”(a score of 9 or 10 on a 10-point

97、 scale)minus the percentage of“detractors”(a score of 1 through 6).The method ignores“passives”(a score of 7 or 8).Consequently,the value range of the NPS is 100 to+100,with the latter being the best achievable score.SAP 2023 Annual Report on Form 20-F 14 Women in Executive Roles(WiER):Starting in 2

98、024,we will use this KPI to measure the ratio of women to all genders in the three executive levels below the SAP Executive Board,namely the Global Executive Team,the Senior Executive Team,and the Executive Team.SAP is dedicated to promoting gender equality in the workplace and is working toward ach

99、ieving gender balance at all levels of the organization.Our priority,with the help of this KPI,is to monitor how the Company is progressing on this commitment,especially at the most senior levels of the organization.Greenhouse gas emissions:We use the following metrics to measure our progress toward

100、 our ambitious short-term and long-term climate targets(in kilotons of CO2 equivalents,rounded to the nearest kiloton).We define,measure,and report our greenhouse gas emissions according to the Greenhouse Gas(GHG)Protocol.Net carbon emissions:We used this metric to measure our progress toward our am

101、bition to become carbon neutral in our own operations by 2023.The net carbon emissions(scope 1,scope 2,and selected scope 3 emissions)are calculated by deducting self-produced renewable energy,renewable energy certificates,and carbon offsets from our gross carbon emissions.The net carbon emissions m

102、etric will be discontinued from 2024 and replaced by the Gross greenhouse gas emissions metric.Gross greenhouse gas emissions:Starting in 2024,we will use this metric to measure greenhouse gas emissions along the value chain(scope 1,scope 2,and scope 3 emissions relevant for SAPs business model)as p

103、art of our Net Zero by 2030 commitment.We apply a market-based approach.Renewable energies,for example in the form of self-generated renewable electricity,investments in certified renewable energy certificates,long-term green electricity contracts(power purchase agreements),or renewable electricity

104、purchased by our suppliers and customers can be counted toward the reduction of greenhouse gas emissions.Value-Based Management Our holistic view of the performance measures described above,and the associated analyses,are together the foundation of our value-based management.We use planning and cont

105、rol processes to manage the compilation of these key measures and their availability to our decision-makers across various management levels.SAPs long-term strategic plans are the point of reference for our short-and medium-term planning and controlling processes.We initially identify future growth

106、and profitability drivers at a highly aggregated level for the entire SAP Group.In a first step,the financial plans growth ambition is determined by its comprehensive product portfolio which is grouped into solution areas,with profitability drivers allocated to functions such as development,marketin

107、g,sales,delivery,and administration.In a second step,the planned total revenues and total expenses are generally allocated to the operating segments and the areas of functional responsibility of the individual members of the Executive Board(“Board area”).If a Board area represents not only a functio

108、nal department but also has responsibility for operating segments within this Board area,the allocation is done at the lower segment level.Budget adjustments may be applied during the year to reflect changes in priorities,to achieve efficiency targets,and to reflect endogenous and exogenous factors.

109、Such budget adjustments,and the assessment of performance,are handled at Board area level if the Board area is part of a segment,or at segment level if the Board area comprises several segments.It is then the individual Executive Board members responsibility to break down the allocated budget adjust

110、ments within the segment budget boundary.Based on an integrated portfolio process running in parallel to the budgeting process,we ensure aligned investment behavior across Board areas with regard to specific solution and/or subsolution areas.In a final step,customer-facing revenue targets and cost-o

111、f-sales and marketing targets are broken down into sales regions and market units.Based on our detailed annual plans,we determine the budget for the respective fiscal year.We also have processes in place to forecast revenue and profit on a quarterly basis,to quantify whether we expect to realize our

112、 financial targets,and to identify any deviations from plan.We continuously monitor the affected operating segments and Board areas in the SAP Group to analyze their developments and define any appropriate actions.Our entire network of planning,control,and SAP 2023 Annual Report on Form 20-F 15 repo

113、rting processes is implemented in integrated planning and information systems,based on SAP software,across all organizational units so that we can conduct the evaluations and analyses needed to make informed decisions.Non-IFRS Financial Measures Cited in This Report Explanation of Non-IFRS Measures

114、We disclose certain financial measures that are not prepared in accordance with IFRS and are therefore considered non-IFRS financial measures.Our non-IFRS financial measures may not correspond to non-IFRS financial measures that other companies report.The non-IFRS financial measures that we report s

115、hould only be considered in addition to,and not as substitutes for,nor as superior to,our IFRS financial measures.We believe that the disclosed supplemental historical and prospective non-IFRS financial information provides useful information to investors,because management uses this information,in

116、addition to financial data prepared in accordance with IFRS,to attain a more transparent understanding of our past performance and our anticipated future results.We use these non-IFRS measures consistently in our internal planning and forecasting,reporting,and compensation,as well as in our external

117、 communications,as follows:Our management primarily uses these non-IFRS measures rather than IFRS measures as the basis for making financial,strategic,and operating decisions.The variable components of our Executive Board members and employees remuneration are based on non-IFRS numbers such as opera

118、ting profit(non-IFRS)and operating margin(non-IFRS)rather than the respective IFRS measures.An additional variable component used is CCB.In September 2023,the SAP Supervisory Board decided that although expenses and corresponding releases for provisions for regulatory compliance matters are eliminat

119、ed from operating profit(non-IFRS),they will affect the compensation paid to Executive Board members from fiscal year 2025 onward.This amendment does not apply to 2023 or 2024,to ensure that the Executive Board members current compensation is not affected by conduct that took place in performance pe

120、riods prior to their appointment to the Executive Board.The annual budgeting process for all management units is based on operating profit(non-IFRS)numbers rather than the respective IFRS financial measure.All forecast and performance reviews with all senior managers globally are based on these non-

121、IFRS measures,rather than the respective IFRS financial measures.Both our internal performance targets and the guidance we provide to the capital markets are based on profit(non-IFRS)measures rather than the respective IFRS financial measures.Our non-IFRS financial measures reflect adjustments based

122、 on the items below,as well as adjustments for the related income tax effects.Operating Expense(Non-IFRS)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 intangibl

123、es acquired in business combinations,including goodwill,and certain stand-alone acquisitions of intellectual property(including purchased in-process research and development)as well as sale/disposal gains and losses for these intangibles Settlements of preexisting business relationships in connectio

124、n with a business combination Acquisition-related third-party expenses Share-based payment expenses(applicable only until 2023)SAP 2023 Annual Report on Form 20-F 16 Restructuring expenses in accordance with IFRS Expenses for regulatory compliance matters associated with the provision for(potential)

125、penalties arising from certain ongoing governmental investigations into our business operations,which are described in the Notes to the Consolidated Financial Statements 2023,Note(G.3),and are limited to the scope of IAS 37.We exclude certain acquisition-related expenses for the purpose of calculati

126、ng operating profit(non-IFRS)and operating margin(non-IFRS)when evaluating SAPs continuing operational performance,because these expenses generally cannot be changed or influenced by management after the relevant acquisition other than by disposing of the acquired assets.Since management at levels b

127、elow the Executive Board does not influence these expenses,we generally do not consider these expenses for the purpose of evaluating the performance of management units.For similar reasons,until 2023 we excluded share-based payment expenses,as these costs are impacted by share price developments and

128、 other factors beyond our control.We also exclude restructuring expenses because they are volatile and generally cannot be influenced by management at levels below the Executive Board.We exclude expenses related to regulatory compliance matters,as these expenses are non-recurring and relate to condu

129、ct that took place in prior performance periods,and so that users of our consolidated financial statements and the combined management report can see the information that our management uses to manage the business.In recent years,SAP has replaced many of its cash-settled share-based compensation pla

130、ns with equity-settled plans.Having most of these plans as equity-settled reduces the impact of share price fluctuations and of other factors outside of our control.For these reasons,SAP has decided that,from 2024,it will no longer exclude share-based payment expenses from its operating profit(non-I

131、FRS).Financial Income,Net(Non-IFRS)Starting in 2024,numbers that are identified as financial income,net(non-IFRS)will be adjusted by excluding the following gains and losses:Gains and losses from equity securities,net Includes realized and unrealized effects from the disposal of equity securities,on

132、going mark-to-market adjustments on marketable equity investments,changes in fair value of non-marketable equity securities,and others.We will exclude gains and losses from equity securities,net,for the purpose of increasing comparability period over period,by reducing volatility caused by share pri

133、ce fluctuation,market developments,and other factors beyond our control.Constant Currencies Information We believe it is important for investors to have information that provides insight into the development of our sales.Revenue measures determined under IFRS provide information that is useful in th

134、is regard.However,both sales volume and currency effects impact period-over-period changes in sales revenue.We do not sell standardized units of products and services so we cannot provide relevant information on sales volume by providing data on the changes in product and service units sold.To provi

135、de additional information that may be useful to investors in breaking down and evaluating changes in sales volume,we present information about our revenue and various values and components relating to operating profit that are adjusted for foreign currency effects.We calculate constant currency meas

136、ures by translating foreign currencies using the average exchange rates from the comparative period instead of the current period.Constant currency measures on CCB use the closing exchange rate from the previous years corresponding key date instead of the average exchange rate.Free Cash Flow Among o

137、ther measures,we use free cash flow to manage our overall financial performance.We define free cash flow as net cash from operating activities minus purchases of intangible assets and property,plant and equipment,and payments of lease liabilities.SAP 2023 Annual Report on Form 20-F 17 Reconciliation

138、 of Operating Cash Flow from Continuing Operations to Free Cash Flow millions 2023 2022 in%Net cash flows from operating activities continuing operations 6,210 5,675 9 Purchase of intangible assets and property,plant,and equipment 785 877 11 Payments of lease liabilities 332 410 19 Free cash flow 5,

139、093 4,388 16 Usefulness of Non-IFRS Measures We believe that our non-IFRS measures are useful to investors for the following reasons:Our expense(non-IFRS),and profit(non-IFRS)measures,along with the CCB measure(see above),provide investors with insight into managements decision-making because manage

140、ment uses these measures to run our business and make financial,strategic,and operating decisions.We exclude the expense adjustments outlined above when making decisions to allocate resources.In addition,we use these non-IFRS measures to facilitate comparisons of SAPs operating performance from peri

141、od to period.The non-IFRS measures provide investors with additional information that enables a comparison of year-over-year operating performance by eliminating certain direct effects of acquisitions,share-based compensation plans,restructuring plans,and regulatory compliance matters.Non-IFRS and n

142、on-GAAP(Generally Accepted Accounting Principles)measures are widely used in the software industry.In many cases,inclusion of our non-IFRS measures may facilitate comparison with our competitors corresponding non-IFRS and non-GAAP measures.Limitations of Non-IFRS Measures Without being analyzed in c

143、onjunction with the corresponding IFRS measures,the non-IFRS measures are not indicative of our present and future performance primarily for the following reasons:While our profit(non-IFRS)numbers reflect the elimination of certain acquisition-related expenses,no eliminations are made for the additi

144、onal revenue or other income that results from the acquisitions.The acquisition-related amortization expense that we eliminate in deriving our profit(non-IFRS)numbers is a recurring expense that will impact our financial performance in future years.The remaining acquisition-related charges that we e

145、liminate in deriving our profit(non-IFRS)numbers are likely to recur should SAP enter into business combinations in the future.Similarly,the restructuring expenses that we eliminate in deriving our profit(non-IFRS)numbers are likely to recur should SAP perform restructurings in the future.The expens

146、e adjustment for acquisition-related charges does not arise from a common conceptual basis.This is because the expense adjustment aims to improve the comparability between post-acquisition periods and pre-acquisition periods.This should particularly be considered when evaluating our operating profit

147、(non-IFRS)and operating margin(non-IFRS)numbers,as these combine our revenue and expenses(non-IFRS)despite the absence of a common conceptual basis.Our restructuring charges resulted in significant cash outflows in the past and could do so in the future.In the past,we have issued share-based payment

148、 awards to our employees every year and we intend to continue doing so in the future.Thus,our share-based payment expenses are recurring,although the amounts usually change from period to period.Expenses ascribed to the regulatory compliance matters may include penalties and legal costs,all of which

149、 would impact the operating cash flows of the business.We believe that constant currency measures have limitations,particularly as the currency effects that are eliminated constitute a significant element of our revenue and expenses and could materially SAP 2023 Annual Report on Form 20-F 18 impact

150、our performance.Therefore,we limit our use of constant currency measures to the analysis of changes in volume as one element of the full change in a financial measure.We do not evaluate our results and performance without considering operating profit(non-IFRS)at both nominal and constant currencies

151、on the one hand,and changes in operating expenses,operating profit,or other measures of financial performance prepared in accordance with IFRS on the other.We caution the readers of our financial reports to follow a similar approach by considering actual and constant currency non-IFRS measures only

152、in addition to,and not as a substitute for or superior to,changes in revenue,operating expenses,operating profit,or other measures of financial performance prepared in accordance with IFRS.Despite these limitations,we believe that the presentation of our non-IFRS measures and the corresponding IFRS

153、measures,together with the relevant reconciliations,provide useful information to management and investors regarding present and future business trends relating to our financial condition and results of operations.SAP 2023 Annual Report on Form 20-F 19 Reconciliation of IFRS to Non-IFRS Financial Me

154、asures for 2023 and 2022 Reconciliation of Non-IFRS Revenue millions,unless otherwise stated 2023 2022 IFRS Currency Impact Non-IFRS Constant Currency IFRS Revenue Numbers Cloud 13,664 394 14,058 11,426 Software licenses 1,764 37 1,801 2,056 Software support 11,496 286 11,782 11,909 Software license

155、s and support 13,261 323 13,584 13,965 Cloud and software 26,924 717 27,641 25,391 Services 4,283 109 4,392 4,128 Total revenue 31,207 826 32,033 29,520 Reconciliation of Non-IFRS Operating Expenses millions,unless otherwise stated 2023 2022 IFRS Adj.Non-IFRS Currency Impact Non-IFRS Constant Curren

156、cy IFRS Adj.Non-IFRS Operating Expense Numbers Cost of cloud 3,884 135 3,749 3,499 108 3,391 Cost of software licenses and support 1,383 64 1,318 1,384 82 1,302 Cost of cloud and software 5,267 200 5,067 4,883 190 4,694 Cost of services 3,407 378 3,029 3,155 250 2,904 Total cost of revenue 8,674 577

157、 8,096 8,038 440 7,598 Gross profit 22,534 577 23,111 21,482 440 21,922 Research and development 6,324 711 5,613 6,080 451 5,629 Sales and marketing 8,828 1,246 7,581 7,946 789 7,157 General and administration 1,364 186 1,178 1,289 146 1,143 Restructuring 215 215 0 138 138 0 Other operating income/e

158、xpense,net 16 0 16 60 65 5 Total operating expenses 25,420 2,935 22,485 504 22,989 23,429 1,898 21,531 Reconciliation of Non-IFRS Profit Numbers,Income Tax,and Key Ratios millions,unless otherwise stated 2023 2022 IFRS Adj.Non-IFRS Currency Impact Non-IFRS Constant Currency IFRS Adj.Non-IFRS Profit

159、Numbers Operating profit(loss)5,787 2,935 8,722 322 9,044 6,090 1,898 7,989 Profit(loss)before tax from continuing operations 5,341 2,935 8,276 4,513 1,898 6,412 Income tax expense 1,741 685 2,426 1,446 450 1,895 Profit(loss)after tax from continuing operations 3,600 2,250 5,850 3,068 1,449 4,517 At

160、tributable to owners of parent 3,634 2,246 5,880 3,277 1,442 4,719 Attributable to non-controlling interests 33 4 29 210 7 202 Profit(loss)after tax1 5,964 2,032 7,995 1,708 2,837 4,545 Attributable to owners of parent1 6,139 2,093 8,232 2,284 2,489 4,773 SAP 2023 Annual Report on Form 20-F 20 Attri

161、butable to non-controlling interests1 175 62 236 576 348 228 Key Ratios Operating margin(in%)18.5 28.0 28.2 20.6 27.1 Effective tax rate(in%)32.6 29.3 32.0 29.6 Earnings per share,basic(in)from continuing operations 3.11 5.04 2.80 4.03 Earnings per share,basic(in)1 5.26 7.05 1.95 4.08 1 From continu

162、ing and discontinued operations Non-IFRS Adjustments by Functional Areas millions 2023 2022 IFRS Acqui-sition-Related SBP Restruc-turing RCM2 Non-IFRS IFRS Acqui-sition-Related SBP Restruc-turing RCM2 Non-IFRS Cost of cloud 3,884 42 94 0 0 3,749 3,499 54 53 0 0 3,391 Cost of software licenses and su

163、pport 1,383 26 38 0 0 1,318 1,384 34 48 0 0 1,302 Cost of services 3,407 2 375 0 0 3,029 3,155 1 250 0 0 2,904 Research and development 6,324 7 703 0 0 5,613 6,080 11 440 0 0 5,629 Sales and marketing 8,828 257 834 0 155 7,581 7,946 286 503 0 0 7,157 General and administration 1,364 11 175 0 0 1,178

164、 1,289 9 137 0 0 1,143 Restructuring 215 0 0 215 0 0 138 0 0 138 0 0 Other operating income/expense,net 16 0 0 0 0 16 60 65 0 0 0 5 Total operating expenses 25,420 345 2,220 215 155 22,485 23,429 330 1,431 138 0 21,531 1 Share-based payments 2 Regulatory compliance matters SAP 2023 Annual Report on

165、Form 20-F 21 PART I ITEM 1.IDENTITY OF DIRECTORS,SENIOR MANAGEMENT AND ADVISERS Not applicable.ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.ITEM 3.KEY INFORMATION Exchange Rates The sales prices for our ordinary shares traded on German stock exchanges are denominated in euro.Fluctua

166、tions in the exchange rate between the euro and the U.S.dollar affect the dollar equivalent of the euro price of the ordinary shares traded on the German stock exchanges and,as a result,may affect the price of the ADRs traded on the New York Stock Exchange(NYSE)in the United States.See“Item 9.The Of

167、fer and Listing”for a description of the ADRs.In addition,SAP SE pays cash dividends,if any,in euro.As a result,any exchange rate fluctuations will also affect the dollar amounts received by the holders of ADRs on the conversion into dollars of cash dividends paid in euro on the ordinary shares repr

168、esented by the ADRs.Deutsche Bank Trust Company Americas is the depositary(the Depositary)for SAP SEs ADR program.The deposit agreement with respect to the ADRs requires the Depositary to convert any dividend payments from euro into dollars as promptly as practicable upon receipt.For additional info

169、rmation on the Depositary and the fees associated with SAPs ADR program see“Item 12.Description of Securities Other Than Equity Securities American Depositary Shares.”For details on the impact of exchange rate fluctuations see“Item 5.Operating and Financial Review and Prospects Foreign Currency Exch

170、ange Rate Exposure”.SAP 2023 Annual Report on Form 20-F 22 Dividends Dividend Distribution Policy Dividends are jointly proposed by SAP SEs Supervisory Board(Aufsichtsrat)and Executive Board(Vorstand)based on SAP SEs year-end stand-alone statutory financial statements,subject to approval by the Annu

171、al General Meeting of Shareholders.Dividends are officially declared for the prior year at SAP SEs Annual General Meeting of Shareholders.SAP SEs Annual General Meeting of Shareholders usually convenes during the second quarter of each year.Following joint market standards in Europe for corporate ac

172、tions processing,dividends are remitted to the custodian bank on behalf of the shareholders on the third business day following the Annual General Meeting of Shareholders.Record holders of the ADRs on the dividend record date will be entitled to receive payment of the dividend declared in respect of

173、 the year for which it is declared.Cash dividends payable to such holders will be paid to the Depositary in euro and,subject to certain exceptions,will be converted by the Depositary into U.S.dollars.Dividends paid to holders of the ADRs may be subject to German withholding tax.See“Item 10.Additiona

174、l Information Taxation,”for further information.Annual Dividends Paid and Proposed The following table sets forth in euro the annual dividends paid or proposed to be paid per ordinary share in respect of each of the years indicated.One SAP ADR currently represents one SAP SE ordinary share.According

175、ly,the final dividend per ADR is equal to the dividend for one SAP SE ordinary share and is dependent on the euro/U.S.dollar exchange rate.The table does not reflect tax credits that may be available to German taxpayers who receive dividend payments.If you own our ordinary shares or ADRs and if you

176、are a U.S.resident,refer to“Item 10.Additional Information Taxation,”for further information.Dividend Paid per Ordinary Share Year Ended December 31,US$2019 1.58 1.73 1 2020 1.85 2.26 1 2021 2.45 4 2.61 1 2022 2.05 2.23 1 2023(proposed)2.20 2 2.37 2,3 1Translated for the convenience of the reader fr

177、om euro into U.S.dollars at the Noon Buying Rate for converting euro into U.S.dollars on the dividend payment date.The Depositary is required to convert any dividend payments received from SAP as promptly as practicable upon receipt.2 Subject to approval at the Annual General Meeting of Shareholders

178、 of SAP SE currently scheduled to be held on May 15,2024.3 Translated for the convenience of the reader from euro into U.S.dollars at the Noon Buying Rate for converting euro into U.S.dollars on February 9,2024 of US$1.0782 per 1.00.The dividend paid may differ due to changes in the exchange rate.4

179、Includes special increase of 0.50 to celebrate SAPs 50th anniversary.The amount of dividends paid on the ordinary shares depends on the amount of profits to be distributed by SAP SE,which depends in part upon our financial performance.The Executive Board and the Supervisory Board of SAP SE will reco

180、mmend to the Annual General Meeting of Shareholders in May 2024 that the total dividend be 2.20 per share.In addition,the amount of dividends received by holders of ADRs may be affected by fluctuations in exchange rates(see“Item 3.Key Information Exchange Rates”).The timing,declaration,amount and pa

181、yment of any future dividend will depend SAP 2023 Annual Report on Form 20-F 23 upon our future earnings,capital needs and other relevant factors,in each case as proposed by the Executive Board and the Supervisory Board of SAP SE and approved by the Annual General Meeting of Shareholders.SAP 2023 An

182、nual Report on Form 20-F 24 Risk Factors Our operations and financial results are subject to various risks and uncertainties,including those described below,that could adversely affect our business,financial condition,results of operations,cash flows,and the trading price of our ADRs and ordinary sh

183、ares.Economic,Political,Social,and Regulatory Risks Global Economic and Political Environment:Uncertainty in the global economy and/or financial markets,and social and political instability caused by state-based conflicts,terrorist attacks,civil unrest,war,or international hostilities could lead to

184、disruptions in our business.As a global company,we are influenced by multiple external factors that are difficult to predict,may develop quickly,and are beyond our influence and control.These include,among others:crises affecting credit or liquidity markets;regional or global recessions;sharp fluctu

185、ations in commodity prices,currency exchange rates or interest rates;inflation or deflation;sovereign debt and bank debt rating downgrades;restructurings or defaults;adverse geopolitical events(such as Russias invasion of Ukraine and the Israel-Hamas conflict);rising military tensions around the wor

186、ld(such as the China-Taiwan tensions)and in particular within Europes borders;global policy including in the United States,the European Union(EU),Russia,and China;and global pandemic diseases such as COVID-19.Any of these events could have an adverse effect on our reputation,business,competitive or

187、financial position,profit,and cash flows.International Laws and Regulations:Laws,regulatory requirements and standards in Germany,the United States,and elsewhere continue to be very stringent.Our international business activities and processes expose us to numerous and often conflicting laws and reg

188、ulations,policies,standards,or other requirements,and sometimes even conflicting regulatory requirements.The SAP Group has a global presence and operates in most countries of the world.As a European company domiciled in Germany with securities listed in Germany and the United States,we are subject t

189、o European,German,U.S.,and other governance-related regulatory requirements of the countries we operate in.Our business is subject to numerous risks inherent to international business operations and associated consequences,such as changes in tax laws,changes in external reporting standards,and the i

190、nterpretation of the complex tax rules in certain countries,including but not limited to conflict and overlap among tax regimes as well as the introduction of new tax concepts that harm digitalized business models;discriminatory,protectionist,or conflicting fiscal policies and tax laws;import and ex

191、port regulations and trade sanctions;counter or even conflicting sanctions;embargoes,including but not limited to country-specific software certification requirements;and newly emerging cybersecurity and environmental,social,and governance(ESG)compliance and disclosure laws.As we expand into new cou

192、ntries and markets or extend our business activities in these markets,including emerging and high-risk markets,these risks could intensify.The application of the respective local laws and regulations to our business is sometimes unclear,subject to change over time,and often conflicting among jurisdi

193、ctions.Additionally,these laws and government approaches to enforcement continue to change and evolve,just as our products and services continually evolve.Compliance with these varying laws and regulations,including antitrust regulations,could involve significant costs or require changes in our prod

194、ucts or business practices.Non-compliance could result in the imposition of penalties or cessation of orders due to alleged non-compliant activity.Governmental authorities could use considerable discretion in applying these statutes and any imposition of sanctions against us could be material.Any of

195、 these events could have a material adverse effect on our operations globally or in one or more countries or regions,which could have a material adverse effect on our business,financial position,profit,and cash flows.SAP 2023 Annual Report on Form 20-F 25 Legal and IP:Claims and lawsuits against us,

196、such as for IP infringements,or our inability to obtain or maintain adequate licenses for third-party technology,or if we are unable to protect or enforce our own intellectual property,may result in adverse outcomes.We have in the past,and believe that we will continue to be subject to,claims and la

197、wsuits,including intellectual property infringement claims,as our solution portfolio grows;as we acquire companies with increased use of third-party code including open source code;as we expand into new industries with our offerings,resulting in greater overlap in the functional scope of offerings;a

198、nd as non-practicing entities that do not design,manufacture,or distribute products assert intellectual property infringement claims.Moreover,protecting and defending our intellectual property is crucial to our success.The outcome of litigation and other claims or lawsuits is intrinsically uncertain

199、.We are subject to risks and associated consequences in the following areas,among others:dependency in the aggregate on third-party technology,including cloud and Web services,that we embed in our products or that we resell to our customers;integration of open source software components from third p

200、arties into our software and the implications derived from it;inability to prevent third parties from obtaining,using,or selling without authorization what we regard as our proprietary technology and information;and the possibility that third parties might reverse-engineer or otherwise obtain and us

201、e technology and information that we regard as proprietary.Moreover,the laws and courts of certain countries might not offer effective means to enforce our legal or intellectual property rights.Finally,SAP may not be able to collect or otherwise enforce all judgments awarded to it in legal proceedin

202、gs.The outcome of litigation and other claims or lawsuits is intrinsically uncertain.Managements view of the litigation might also change in the future.Actual outcomes of litigation and other claims or lawsuits could differ from the assessments made by management in prior periods,which are the basis

203、 for our accounting for these litigations and claims under IFRS.Data Protection and Privacy:Non-compliance with increasingly complex and stringent,sometimes even conflicting,applicable data protection and privacy laws,or failure to meet the contractual requirements of SAPs customers with respect to

204、our products and services,could lead to civil liabilities and fines,as well as loss of customers.As a global software and service provider,SAP is required to comply with local laws wherever it does business.One of the relevant European data protection laws is the General Data Protection Regulation.I

205、nternational data transfers to third countries that do not provide for an adequate level of data protection require additional safeguards,including transfer risk assessments,to justify a transfer from the EU to a third country under the new EU standard contractual clauses.Furthermore,evolving data p

206、rotection and privacy laws,regulations,and other standards around the world(such as the California Consumer Privacy Act,the Chinese Personal Information Protection Law including data localization requirements,the EU Digital Services Act,and the EUs proposed e-Privacy Regulation)are increasingly aime

207、d at protecting individuals personal information when it comes to marketing and tracking their online activities.This may impose additional burdens for SAP due to increasing compliance standards that could restrict the use and adoption of SAPs products and services(in particular cloud services)and m

208、ake it more challenging and complex to meet customer expectations.These changing criteria also impact the compliant use of new technology,such as machine learning and Artificial Intelligence for product development and deployment of intelligent applications.Non-compliance with applicable data protec

209、tion and privacy laws by SAP or any of the subprocessors engaged by SAP within the processing of personal data could lead to risks.These include,among others:mandatory disclosure of breaches to affected individuals,customers,and data protection supervisory authorities;investigations and administrati

210、ve measures by data protection supervisory authorities,such as the instruction to alter or stop non-compliant data processing activities,including the instruction to stop using non-compliant subprocessors;or the possibility of damage claims by customers and individuals,contract terminations,and pote

211、ntial fines.In addition,the German Federal Office for the Protection of the Constitution and security industry experts continue to warn of risks related to a globally growing number of cybersecurity attacks aimed at obtaining or violating company data including personal data.SAP 2023 Annual Report o

212、n Form 20-F 26 Any of these events could have a material adverse effect on our reputation,business,financial performance,competitive or financial position,profit,and cash flows.Corporate Governance and Compliance Risks Ethical Behavior:Our global business exposes us to risks related to unethical beh

213、avior and non-compliance with policies by employees,other individuals,partners,third parties,or entities associated with SAP.SAPs leadership position in the global market is founded on the long-term and sustainable trust of our stakeholders worldwide.Our overarching approach is one of corporate tran

214、sparency,open communication with financial markets,regulators,and authorities,and adherence to recognized standards of business integrity.This commitment to recognized standards of business integrity is formalized in SAPs CoEBC and supporting guidelines.We are subject to risks and associated consequ

215、ences in the following areas,among others:non-compliance with our policies and violation of compliance related rules,regulations,and legal requirements including,but not limited to,antitrust,anticorruption,and antibribery legislation in Germany,the U.S.Foreign Corrupt Practices Act,the UK Bribery Ac

216、t,and other local laws prohibiting corrupt conduct;unethical and fraudulent behavior leading to criminal charges,fines,and claims by affected parties;collusion with external third parties;fraud and corruption;public sector transactions in territories exposed to a high risk of corruption;or increased

217、 exposure and impact on business activities in highly regulated industries.Any of these events could have a material adverse effect on our reputation,business,competitive or financial position,profit,and cash flows.In recent years,the investigation team within SAPs Office of Ethics&Compliance(OEC),t

218、ogether with the assistance of an external law firm,investigated whistleblower complaints alleging that the business conduct of some former SAP employees within subsidiary SAP companies did not comply with SAPs policies and procedures or applicable laws.These investigations culminated in January 202

219、4 in a settlement agreement with the U.S.Securities and Exchange Commission(U.S.SEC)and the U.S.Department of Justice(U.S.DOJ),as well as with local authorities in South Africa.SAP fully cooperated with law enforcement authorities,and took immediate steps to discipline the employees involved,includi

220、ng terminating all those implicated in potential law violations.Since these allegations were made,SAP has also significantly strengthened its compliance program and related internal controls in accordance with DOJ and regulatory expectations and requirements.SAP has encountered situations in the pas

221、t that required clear messaging and strong action on non-compliance in the context of corrupt behavior that has the potential to harm our business and reputation.SAP is continuing to investigate its dealings with the public sector.Operational Business Risks Sales and Services:Sales and implementatio

222、n of SAP software and services,including cloud,are subject to several significant risks sometimes beyond our direct control.A core element of our business is the successful implementation of software and service solutions.The implementation of SAP software and cloud-based service deliveries is led b

223、y SAP,by partners,by customers,or by a combination thereof.We are subject to risks and associated consequences in the following areas,among others:implementation risks caused by insufficient or incorrect information provided by customers,insufficient customer expectation management,including scope,i

224、ntegration capabilities and aspects,and a lack of purposeful selection,implementation,or utilization of SAP solutions;a lack of customer commitments and respective engagements;challenges to achieve a seamlessly integrated,sufficiently automated and aligned service delivery;unrenderable services comm

225、itted during the sales stage;inadequate contracting and consumption models based on subscription models for services,support,and application management;deviations from standard terms and conditions;or statements concerning solution developments that might be misperceived by customers as commitments

226、on future software functionalities.SAP 2023 Annual Report on Form 20-F 27 Any of these events could have an adverse effect on our reputation,business,competitive or financial position,profit,and cash flows.Partner Ecosystem:If we are unable to scale,maintain,and enhance an effective partner ecosyste

227、m,revenue might not increase as expected.An open and vibrant partner ecosystem is a fundamental pillar of our success and growth strategy.We have entered into partnership agreements that drive co-innovation on our platforms,profitably expand our routes to market to optimize market coverage,optimize

228、cloud delivery,and provide high-quality services capacity in all market segments.Partners play a key role in driving market adoption of our entire solutions portfolio,by co-innovating on our platforms,embedding our technology,and reselling or implementing our software.We are subject to risks and ass

229、ociated consequences in the following areas,among others:failure to establish and enable a network of qualified and fully committed partners;failure of partners to develop sufficient innovative solutions and content on our platforms or to provide high-quality products or services to meet customer ex

230、pectations;failure of partners to embed our solutions sufficiently enough to profitably drive product adoption;failure of partners to adhere to applicable legal and compliance regulations;failure of partners to transform their business model in accordance with the transformation of SAPs business mod

231、el in a timely manner;and failure of partners to comply with contract terms in embargoed or high-risk countries.If any of these risks materialize,this might have an adverse effect on the demand for our products and services as well as the partners loyalty and ability to deliver.As a result,we might

232、not be able to scale our business to compete successfully with other vendors,which could have an adverse effect on our reputation,business,competitive or financial position,profit,and cash flows.Cloud Operations:We may not be able to properly protect and safeguard our critical information and assets

233、,business operations,cloud offerings and portfolio presentation,and related infrastructure against cyberattacks,insufficient infrastructure,disruption,or deficient performance.SAP is highly dependent on the availability,integrity,and reliability of our infrastructure,including infrastructure provide

234、d by third-party business partners,and the software used in our cloud portfolio is inherently complex.Customers using our cloud services rely on the security of our infrastructure to protect the availability of our services and the data that they store on our infrastructure.Threat actors are focused

235、 on attacking third-party product and service providers,such as SAP,as a means of compromising our and our downstream customers systems and data.We are subject to risks and associated consequences in the following areas,among others:the cloud portfolio or strategic direction of cloud operations may

236、not fully meet customer demands;customers cloud service demands may not match our data center capacity or control investments;capacity shortages could affect SAPs ability to deliver and operate cloud services as expected by or committed to our customers;scalability demands on infrastructure and oper

237、ation could lead to cost increases and margin impacts;hyperscaler or infrastructure instabilities and the lack of availability or comprehensive contractual agreements could lead to challenges in meeting service level agreement(SLA)commitments;we might lack sufficient“future skills”for delivering and

238、 operating hybrid environments;we might lack the automation,standardization,and tools to manage and optimize operations and infrastructure;local legal requirements or changes to data sovereignty may lead to customers relocating their landscapes to a different data center;the loss of the right to use

239、 hardware purchased or leased from third parties could affect our ability to provide our cloud applications;disruptions to SAPs cloud applications portfolio(such as system outages or downtimes,SAP network failure due to human or other errors,security breaches,or variability in user traffic for cloud

240、 applications)could affect customer SLAs;hardware failures or system errors might result in data loss or corruption;exploitation by threat actors of known and previously unknown(“zero day”)security vulnerabilities in our or our customers systems and software,including as a result of our or our custo

241、mers failure to patch such vulnerabilities in a timely or effective manner;partner co-location of data centers might not adhere to our quality standards;or we might not comply with applicable certification requirements,such as the Payment Card Industry Data Security Standard(PCI DSS).SAP 2023 Annual

242、 Report on Form 20-F 28 Any of these events could have a material adverse effect on our reputation,business,competitive or financial position,profit,and cash flows.Cybersecurity and Security:Cybersecurity attacks or breaches,and security vulnerabilities in our infrastructure or services or those of

243、our third-party partners could materially impact our business operations,products,and service delivery.SAP delivers a full portfolio of solutions,hosts or manages elements of our customers businesses in the cloud,processes large amounts of data,and provides mobile solutions to users.While SAP execut

244、es each of these areas either directly or through partners and other third parties,our industry continues to experience a complex and threatening cybersecurity landscape.The severity of these cybersecurity threats is amplified due to the increasingly sophisticated and malicious global landscape in w

245、hich we operate.This includes third-party data,products,and services that we incorporate into SAP products and services,and the increasingly advanced obfuscation,control-circumvention,and related techniques and tools such as artificial intelligence employed by threat actors targeting IT products,bus

246、inesses,and the supply chain.When we become aware of unauthorized access to our systems or those of our third-party partners,we have action plans in place intended to identify and remediate the source and impact of such events.Like many companies,we and certain of our third-party partners have exper

247、ienced and expect to continue to experience cyberattacks and other security incidents that affect our business.While we experience cybersecurity incidents of various kinds in the ordinary course of our business,we are not aware of any such incidents that have had a material impact on our business.We

248、 are subject to risks and associated consequences in many areas including,but not limited to,an increasing number of global threat actor attacks using ransomware as their preferred method of attack as well as exploiting known and unknown bugs,errors and vulnerabilities in our software and systems or

249、 those of business partners,customers or other third parties.Given the nature of complex systems,software and services like ours,and the scanning tools that we deploy across our networks and products,we regularly identify and track security vulnerabilities.Security vulnerabilities are prioritized ba

250、sed on known and anticipated risks,and remediation activities aim to patch within the designated timeframes.Although we have standard routine patch management processes,we are unable to comprehensively apply patches or to confirm that mitigating measures are in place to mitigate all such vulnerabili

251、ties,or that any patches will be applied before exploitation by a threat actor.In other situations,vulnerabilities persist even after we have issued security patches,because our customers may fail to either apply the patches,update their systems,or authorize service downtime sufficient to allow for

252、patching by SAP.If attackers are able to exploit vulnerabilities before patches are installed or mitigating measures are implemented,significant compromises could impact our and our customers systems and data.We could also experience material exposure to our business operations and service delivery

253、due to disruptions to backups,disaster recovery or business-continuity management processes,or as the result of malicious or inadvertent actions by threat actors,employees,contractors,or a host of other parties.Security threats may also exist due to delayed or insufficient responses to identified is

254、sues or other interdependencies such as cloud service providers and those beyond SAPs cybersecurity infrastructure and protocols.SAPs and/or its partners lack of sufficient security controls or compliance with existing controls could impact SAPs and/or its partners ability to comply with applicable

255、regulations and customer requirements.SAP and/or its partners could unknowingly introduce security threats and vulnerabilities without established security evaluation processes.Additionally,failure to integrate or maintain SAPs cybersecurity infrastructure and protocols with network systems obtained

256、 through acquisitions could result in cyberbreaches,a loss of data confidentiality and integrity,and/or a loss of system availability.Technology and Products:Our technology and products may experience undetected defects,coding or configuration errors,may not integrate as expected,or may not meet cus

257、tomer expectations.We are subject to risks and associated consequences in the following areas,among others:failure of software products and services to fully meet market needs or customer expectations;failure of software products and services from acquired companies to fully comply with SAP quality

258、standards;failure of new products,services,and cloud offerings,including third-party technologies,to comply with SAP 2023 Annual Report on Form 20-F 29 local standards and requirements;the possibility that new products,services,and cloud offerings or subsequent versions and updates to existing produ

259、cts,services,and cloud offerings might contain defects or security vulnerabilities,or might not be mature enough from the customers point of view for business-critical solutions,or might not be sufficiently secure after release or shipment despite all the due diligence SAP puts into quality;inabilit

260、y of algorithms to correctly adapt to evolving circumstances,which may lead to adverse decision-making processes in the context of AI-related technologies;and the inability to fulfil expectations of customers regarding time and quality in the defect resolution process.Any of these events could have

261、a material adverse effect on our reputation,business,competitive or financial position,profit,and cash flows.Strategic Risks Market Share and Profit:Our market share and profit could decline due to increased competition,market consolidation,technological innovation,and new business models in the sof

262、tware industry.The market for cloud computing is increasingly competitive and is exhibiting strong growth relative to the market for on-premise solutions.To maintain or improve our operating results in the cloud business,it is important that we not only attract new customers but also that our existi

263、ng customers renew their agreements with us when the initial contract term expires and purchase additional modules or additional capacity.Additionally,we need to bring innovations to the market in line with the demands of our ecosystem and ahead of our competitors,such as solutions to support new da

264、ta-driven applications and the extension of our suite of intelligent technologies based on SAP Business Technology Platform(SAP BTP).We are subject to risks and associated consequences in the following areas,among others:inability to deliver fully suitable solution and transformation services to our

265、 customers on the cloud transformation journey,both in cloud-only and hybrid scenarios;inability to successfully execute on our hyperscaler strategy;adverse,near-term revenue effects due to increasing cloud business and conversions from on-premise licenses to cloud subscriptions from existing SAP cu

266、stomers,which could have an adverse effect on related maintenance and services revenue;insufficient solution and service adoption together with increased complexity,as well as failures during the execution of our corporate strategy in the context of our portfolio for solutions and services,which cou

267、ld lead to a loss of SAPs position as a leading cloud company and subsequently to reduced customer adoption;customers and partners being reluctant or unwilling to migrate and adapt to the cloud;customers considering cloud offerings from our competitors;strategic alliances among competitors;price pre

268、ssure,cost increases,and loss of market share through traditional,new,and cooperating competitors and hyperscalers;and the inability to achieve the planned margin increase in time as planned.Any of these events could have a material adverse effect on our reputation,business,competitive or financial

269、position,profit,and cash flows.Mergers and Acquisitions:We might not acquire,integrate,or divest companies or their components effectively or successfully.To expand and consolidate our business,we acquire and divest businesses,products,and technologies,and we expect to continue doing so in the futur

270、e.Over time,some of these acquisitions have increased in size and in strategic importance for SAP.Management negotiation of potential acquisitions and divestures and the integration and carve-out of acquired businesses,products,or technologies demands time,focus,and resources of both management and

271、the workforce,and exposes us to unpredictable operational difficulties.We are subject to risks and associated consequences in the following areas,among others:incorrect information or assumptions during the due diligence process for acquisitions,divestitures,and other transactions;failure to integra

272、te acquired technologies or solutions successfully and profitably into SAPs solution portfolio and strategy;failure to successfully integrate acquired entities and their operations;failure to fulfill the needs of the acquired companys customers or partners;failure to implement,restore,or maintain in

273、ternal controls,disclosure controls,and procedures and policies SAP 2023 Annual Report on Form 20-F 30 within acquired companies;debt incurrence or significant unexpected cash expenditures;impairment of goodwill and other intangible assets acquired in business combinations;and failure of acquired co

274、mpanies to comply with regulatory requirements.We have in the past,and may in the future,choose to divest certain entities,businesses,or product lines.We may have difficulty obtaining terms acceptable to us.Additionally,we may experience difficulty carving out portions of or entire businesses,we may

275、 incur a loss of revenue or experience a negative impact on margins,or we may not achieve the desired strategic and financial benefits.Such potential transactions may also delay achievement of our strategic objectives,cause us to incur additional expenses,disrupt customer,partner,and employee relati

276、onships,and may expose us to unanticipated or ongoing obligations and liabilities,including as a result of indemnification obligations.Further,during the pendency of a divestiture,we may be subject to risks such as a decline in the business to be divested,a loss of employees,customers,or suppliers,a

277、nd the risk that the transaction may not close,any of which could have a material adverse effect on the business to be divested as well as our retained business.If a divestiture is not completed for any reason,we may not be able to find another buyer on the same terms,and we may have incurred signif

278、icant costs without the corresponding benefit.Any of these events could have a material adverse effect on our reputation,business,competitive or financial position,profit,and cash flows.Innovation:We might not be able to compete effectively if we strategize our solution portfolio ineffectively or if

279、 we are unable to keep up with rapid technological and product innovations,enhancements,new business models,and changing market expectations.Our future success depends on our ability to keep pace with technological and process innovations and new business models,as well as on our ability to develop

280、new products and services,enhance and expand our existing products and services portfolio,and integrate products and services we obtain through acquisitions.To be successful,we are required to adapt our products and our go-to-market approach to a cloud-based delivery and consumption model so as to s

281、atisfy increasing customer demand and to ensure an appropriate level of adoption,customer satisfaction,and retention.We are subject to risks and associated consequences in the following areas,among others:inability to develop and sell new cloud products spanning various organizations on time and in

282、line with market demands due to complexity in heterogeneous technical environments;inability to anticipate and develop technological improvements or succeed in adapting SAP products,services,processes,and business models to technological change,changing regulatory requirements,or emerging industry s

283、tandards;a change in requirements of our customers and partners to strengthen the Intelligent Enterprise strategy;the possibility that our product and technology strategy might not be successful,or that our customers and partners might not adopt our technology platforms,applications,or cloud service

284、s quickly enough,or that they might consider other competing solutions in the market,or that our strategy might not match customers expectations and needs,specifically in the context of expanding the product portfolio into additional markets.We are integrating AI into a number of our products,includ

285、ing our suite of enterprise applications and SAP BTP,and we expect our use of AI across our portfolio to continue to grow.As with many innovations,AI presents risks and challenges that could affect its adoption and therefore our business.AI algorithms or training methodologies may be flawed.Data set

286、s may be overbroad,insufficient,or contain biased information.Content generated by AI systems may be offensive,illegal,or otherwise harmful.Ineffective or inadequate AI development or deployment practices by SAP or our partners could result in incidents that impair the acceptance of AI solutions or

287、cause harm to individuals,customers,or society,or result in our products and services not working as intended.Human review of certain outputs may be required,which could introduce error or inefficiencies to the intended use of our AI-enabled offerings.As a result of these and other challenges associ

288、ated with innovative technologies,our implementation of AI systems could subject us to competitive harm,regulatory action,legal liability,and brand or reputational harm.In particular,there is significant uncertainty surrounding the applications of intellectual property and privacy laws to AI technol

289、ogy.Intellectual property ownership and license rights,including copyright,surrounding AI technology have not been fully addressed by courts or other laws or regulations of the SAP 2023 Annual Report on Form 20-F 31 jurisdictions in which we operate,and our use of AI technology or integration of AI

290、technology into our products and services may result in disputes with respect to ownership or intellectual property,or exposure to claims of copyright or other intellectual property misappropriation.In addition,our AI technology may involve the processing of personal and other sensitive data and may

291、 be subject to laws,policies,legal obligations,and contractual requirements related to privacy,data protection,and information security.Various privacy laws extend rights to consumers(such as the right to obtain consent or delete certain personal data)and regulate automated decision making.An allege

292、d or actual failure to meet these obligations may lead to regulatory investigations and fines or penalties may require us to change our business practices or retrain our algorithms or may prevent or limit our use of AI technology.It is also possible that we are held liable for intellectual property,

293、privacy,or other legal violations of third-party AI technology that we use,and that we may not have full recourse for any damages that we suffer(for example,our use of third-party AI technology may be subject to limitations of liability or provide no liability coverage).In addition,some AI scenarios

294、 present ethical issues or may have broad impacts on society,and there can be no assurance that our Global AI Ethics Policy or similar policies and procedures will be sufficient to address such issues.If we enable or offer AI solutions that have unintended consequences,unintended usage or customizat

295、ion by our customers and partners,or are controversial because of their impact on human rights,privacy,employment,or other social,economic,or political issues,we may experience reputational harm,adversely affecting our business and consolidated financial statements.Any of these events could have a m

296、aterial adverse effect on our reputation,business,competitive or financial position,profit,and cash flows.SAP 2023 Annual Report on Form 20-F 32 ITEM 4.INFORMATION ABOUT SAP Our legal corporate name is SAP SE.SAP SE is translated in English to SAP European Company(Societas Europaea,or“SE”).SAP SE is

297、 organized in the Federal Republic of Germany under German and European law,see“Item 10.Additional Information.”Where the context requires in the discussion below,SAP SE also refers to our predecessor or previous legal forms and names,as the case may be,i.e.Systemanalyse und Programmentwicklung GbR(

298、1972-1976),SAP Systeme,Anwendungen,Produkte in der Datenverarbeitung GmbH(1976-1988),“SAP Aktiengesellschaft Systeme,Anwendungen,Produkte in der Datenverarbeitung”(1988 2005)and“SAP AG”(2005 2014).Our principal executive offices,headquarters and registered office are located at Dietmar-Hopp-Allee 16

299、,69190 Walldorf,Germany.Our telephone number is+49-6227-7-47474.For(i)a description of our principal capital expenditures and divestitures and the amount invested(including interests in other companies)since January 1,2023 until the date of this report and(ii)information concerning our principal cap

300、ital expenditures and divestitures currently in progress,including the distribution of these investments geographically and the method of financing,see“Item 4.Information About SAP Description of Property.”The following table sets forth our most significant subsidiaries based on total revenues of SA

301、P group in 2023.All of these subsidiaries are wholly owned or controlled by SAP SE.Name of Subsidiary Country of Incorporation Germany SAP Deutschland SE&Co.KG,Walldorf Germany Rest of EMEA SAP(Schweiz)AG,Biel Switzerland SAP(UK)Limited,Feltham United Kingdom SAP Espaa Sistemas,Aplicaciones y Produc

302、tos en la Informtica,S.A.,Madrid Spain SAP France,Levallois Perret France SAP Italia Sistemi Applicazioni Prodotti in Data Processing S.p.A.,Vimercate Italy SAP Nederland B.V.,s-Hertogenbosch The Netherlands United States Ariba,Inc.,Palo Alto USA Concur Technologies,Inc.,Bellevue USA SAP America,Inc

303、.,Newtown Square USA SAP Industries,Inc.,Newtown Square USA SAP National Security Services,Inc.,Newtown Square USA Rest of Americas SAP Brasil Ltda.,So Paulo Brazil SAP Canada,Inc.,Toronto Canada SAP Mxico S.A.de C.V.,Mexico City Mexico Japan SAP Japan Co.,Ltd.,Tokyo Japan Rest of APJ SAP Australia

304、Pty Ltd.,Sydney Australia SAP China Co.,Ltd.,Shanghai China SAP India Private Limited,Bangalore India SAP 2023 Annual Report on Form 20-F 33 Strategy and Business Model Overview of SAP Founded in 1972,SAP is a global company headquartered in Walldorf,Germany.Our legal corporate name is SAP SE.SAP ha

305、s been recognized as a market share leader in the following areas worldwide:enterprise applications software,3 enterprise resource management applications,4 supply chain management applications,5 procurement applications software,6 travel and expense management software,7 and enterprise resource pla

306、nning software,8 among others.SAP Business Technology Platform comprises market-leading capabilities in key platform areas such as integration,9 planning10 and analytics,11 data quality,12 and process automation.13 The SAP Group has a global presence and employed more than 107,000 people as at Decem

307、ber 31,2023.Our ordinary shares are listed on the Frankfurt Stock Exchange.American Depositary Receipts(ADRs)representing SAP SE ordinary shares are listed on the New York Stock Exchange(NYSE).SAP is a member of Germanys DAX and TecDAX,the Dow Jones EURO STOXX 50,the Dow Jones Sustainability Index W

308、orld,and the Dow Jones Sustainability Index Europe.As at December 31,2023,SAP was the most valuable company in the DAX based on market capitalization and has been ranked under the top 5%of S&P Global ESG Scores in the S&P Global Corporate Sustainability Assessment.Our Purpose Our purpose at SAP rema

309、ins steadfast:to“help the world run better and improve peoples lives.”We strive to achieve this by focusing on the challenges of current markets,the global environment,and by using the transformative power of artificial intelligence(AI)in business.SAP combines generative AI with business data.We are

310、 committed to providing AI solutions that are integral to our customers critical business processes,and ensuring that they are embedded in our portfolio,relevant,reliable,and responsible.Our products and services aim to help our customers meet the challenges as well as take advantage of the opportun

311、ities presented by todays rapidly changing world.In addition,we want our own business operations and practices to be sustainable and inclusive.SAP is committed to the goal set by the Paris Agreement of limiting global warming to 1.5 degrees Celsius in comparison to preindustrial levels.SAP has commi

312、tted to achieve net-zero emissions along our entire value chain by 2030.We also support the United Nations Sustainable Development Goals(UN SDGs).Together with our customers and partners,we engage in several initiatives across the UN SDGs.3 IDC,Worldwide Enterprise Applications Software Market Share

313、s,2022:Cloud Is the Digital World Foundational Choice,Doc#US51040223,July 2023 4 IDC,Worldwide Semiannual Software Tracker,2023H1,October 2023 5 IDC,Worldwide Semiannual Software Tracker,2023H1,October 2023 6 IDC,Worldwide Semiannual Software Tracker,2023H1,October 2023 7 IDC,Worldwide Travel and Ex

314、pense Management Software Market Shares,2022:Evolving Travel Models Pushing Digital Transformation,Doc#US49194223,September 2023 8 IDC,Worldwide Semiannual Software Tracker,2023H1,October 2023 9 Gartner,Inc.,Magic Quadrant for Data Integration Tools,Doc G00777860,December 2023 10 Gartner,Inc.,Magic

315、Quadrant for Financial Planning Software,Doc G00784792,December 2023 11 Gartner,Inc.,Magic Quadrant for Analytics and Business Intelligence Platforms,Doc G00768632,April 2023 12 Gartner,Inc.,Magic Quadrant for Data Quality Solutions,Doc G00759931,November 2022 13 Gartner,Inc.,Magic Quadrant for Proc

316、ess Mining Tools,Doc G00774746,March 2023 SAP 2023 Annual Report on Form 20-F 34 Our Vision SAPs vision is to bring out the best in every business.In our pursuit of this vision,we focus on three areas:Agility at Scale In a rapidly changing landscape,the need for business agility is paramount to main

317、taining competitiveness.We facilitate this through data insights that help organizations adapt to market conditions.Our cloud ERP solutions and SAP Business AI capabilities are integrated,providing agility and empowering organizations to pivot,whether to strategic shifts or unexpected market scenari

318、os.Achieve More Across the Value Chain We help organizations leverage the collective intelligence that SAP provides to optimize performance across their value chain.By connecting core processes from finance to supply chains and human resources to customer relations we support efficient growth throug

319、hout businesses.Our solutions go beyond internal systems,linking businesses across enterprises and digitalizing transactions to foster transparent,resilient,and sustainable value chains.Sustainability at Your Core We have evolved beyond mere sustainability aspirations to actionable,sustainable outco

320、mes.SAPs green ledger initiative provides auditable sustainability practices as an extension of business operations.This approach enables organizations to record real impacts,report audit-ready ESG metrics,and act with ESG principles integrated into business processes,supporting data-driven sustaina

321、bility management.At SAP,our journey is one of continuous innovation and transformation,and we are committed to delivering solutions that are not only relevant and reliable but also responsible.Our Business Model Our business model,through which we implement our vision and strategy,can be summarized

322、 as follows:We create value by first identifying the business needs of our customers and then developing and delivering cloud solutions,software,services,and support that address these needs.By proactively obtaining customer feedback on a regular basis,we strive to continuously improve our solutions

323、,identify further business needs,and deliver enhanced value to our customers across the entire lifecycle and thus continually improve the customer experience.We derive revenue from fees charged to our customers for subscriptions to use our cloud solutions.Software licenses,on-premise support,consult

324、ing,development,training,and other services also contribute significant revenue.For an overview of our product portfolio,see the Our Product Strategy section.SAP 2023 Annual Report on Form 20-F 35 Subsidiaries,Acquisitions,and Joint Ventures Subsidiaries SAP SE is the parent company of the SAP Group

325、.As at December 31,2023,the SAP Group comprised 236 companies.For a list of our subsidiaries,associates,and other equity investments,see the Notes to the Consolidated Financial Statements,Note(G.9).Material Acquisitions We continue to focus on organic investments in technology and innovations that s

326、hould ensure sustainable growth of our product portfolio.Additionally,we may make targeted acquisitions to complement our solution offerings and improve coverage in key strategic markets.The acquisition of LeanIX closed on November 7,2023.LeanIX is a market leader in enterprise architecture manageme

327、nt(EAM)software that drives the modernization of IT landscapes and continuous business transformation.The combined offering with SAP can provide a foundation for process optimization enabled by AI.For more information about LeanIX,see the Notes to the Consolidated Financial Statements,Note(D.1).Dive

328、stitures Qualtrics On March 13,resulting from a process that was initiated on January 26,2023,SAP announced it had agreed to sell all of its 423 million shares in Qualtrics International Inc.as part of the acquisition of Qualtrics by funds affiliated with Silver Lake and Canada Pension Plan Investme

329、nt Board at a purchase price of US$18.15 in cash per share.The sale closed on June 28,2023.SAP remains a close go-to-market and technology partner with Qualtrics.For more information about Qualtrics,see the Notes to the Consolidated Financial Statements,Note(D.1).Sapphire Ventures In addition to our

330、 investments in organic growth and acquisitions,SAP also supports entrepreneurs that aspire to build industry-leading businesses through venture capital funds managed by Sapphire Ventures.Sapphire Ventures manages more than US$10 billion(over 9 billion)and has invested in more than 200 companies.It

331、pursues opportunities in which it can help fuel enterprise growth by adding expertise,relationships,geographic reach,and capital.It places a particular focus on companies in Europe,Israel,the United Kingdom,and the United States.Sapphire Ventures has committed to investing more than US$1 billion in

332、the next generation of AI-powered enterprise technology startups.SAP 2023 Annual Report on Form 20-F 36 Our Product Strategy SAPs product portfolio allows enterprises to manage their resources,spend,employees,and customer relationships.SAP Business Technology Platform(SAP BTP)is the platform for SAP

333、,our customers,and our ecosystem to build,integrate,and extend solutions,and to manage enterprise data.It also serves as a central place for SAP Business AI technology.SAP Business AI refers to artificial intelligence(AI)capabilities available across SAPs suite of enterprise applications and SAP BTP.SAP offers a range of AI-powered use cases built into core business processes across finance,supply