6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

November 8, 2002

SAP AKTIENGESELLSCHAFT
SYSTEME, ANWENDUNGEN, PRODUKTE IN DER DATENVERARBEITUNG
(Exact name of registrant as specified in its charter)

SAP CORPORATION
SYSTEMS, APPLICATIONS AND PRODUCTS IN DATA PROCESSING
(Translation of registrant’s name into English)

Neurottstrasse 16
69190 Walldorf
Federal Republic of Germany
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  [X] Form 40-F  [  ]

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes   [  ] No   [X]

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-     .

SAP AKTIENGESELLSCHAFT
SYSTEME, ANWENDUNGEN, PRODUKTE IN DER DATENVERARBEITUNG

FORM 6-K

On November 8, 2002 SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung, a stock corporation organized under the laws of the Federal Republic of Germany (“SAP”), filed a quarterly report with Deutsche Boerse AG for the three month and nine month periods ended September 30, 2002 (the “Quarterly Report”). The Quarterly Report is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should” and “will” and similar expressions as they relate to SAP are intended to identify such forward-looking statements. SAP undertakes no obligation to publicly update or revise any forward-looking statements. All forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. The factors that could affect SAP’s future financial results are discussed more fully in SAP’s filings with the U.S. Securities and Exchange Commission (“SEC”), including SAP’s Annual Report on Form 20-F for 2001 filed with the SEC on March 28, 2002. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.

2

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	(i) Quarterly Report dated November 8, 2002

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SAP AKTIENGESELLSCHAFT SYSTEME, ANWENDUNGEN, PRODUKTE IN DER DATENVERARBEITUNG (Registrant)
By:	/s/ Henning Kagermann
	Name: Prof. Dr. Henning Kagermann Title: CEO and Co-Chairman
By:	/s/ Werner Brandt
	Name: Dr. Werner Brandt Title: CFO

Date: November 8, 2002

4

EXHIBITS

Exhibit No.	Exhibit
99.1	Quarterly Report dated November 8, 2002

5 EX-99.1 3 f00460exv99w1.htm EX-99.1: QUARTERLY REPORT DATED NOVEMBER 8, 2002

Exhibit 99.1

SAP INTERIM REPORT
JANUARY – SEPTEMBER 2002

BASIS OF PRESENTATION

The consolidated financial statements of the SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung (“SAP AG”), together with its subsidiaries (collectively, “SAP,” “Group” or “Company”) as provided herein, have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). For further information, refer to the Company’s Annual Report on Form 20-F for 2001 filed with the SEC on March 28, 2002.

Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should,” and “will” and similar expressions as they relate to SAP are intended to identify such forward-looking statements. SAP undertakes no obligation to publicly update or revise any forward-looking statements. All forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. The factors that could affect SAP’s future financial results are discussed more fully in SAP’s filings with the U.S. Securities and Exchange Commission (“SEC”), including SAP’s Annual Report on Form 20-F for 2001 filed with the SEC on March 28, 2002. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.

SAP AG ordinary shares are listed on the Frankfurt Stock Exchange as well as a number of other exchanges. In the United States, SAP’s American Depositary Receipts (ADRs), each worth one-fourth of an ordinary share, trade on the New York Stock Exchange under the symbol ‘SAP’. SAP is a component of the DAX, the index of 30 German blue chip companies.

Information on the SAP common shares is available on Bloomberg under the symbol SAP GR, on Reuters under SAPG.F and on Quotron under SAGR.EU. Additional information is available on SAP AG’s home page: http://www.sap.com.

KEY FIGURES SAP GROUP

					Change			Change
	Q3 2002		Q3 2001		total			in %
	(in € millions)
Total revenue		1,702		1,649		53			3
License revenue		435		447		(12	)		(3	)
Income before taxes		298		109		189			173
Net income		202		37		165			446
Number of employees, in FTE (09/30/02 vs. 09/30/01)		28,909		27,884		1,025			4

REVENUE BY REGION SAP GROUP

												License		License
		Revenue		Revenue		Change			Change			Revenue		Revenue
		Q3 2002		Q3 2001		total			in %			Q3 2002		Q3 2001
		(in € millions)
Total			1,702		1,649		53			3			435		447
	— at constant currency rates									10
EMEA			913		841		72			9			241		244
	— at constant currency rates									10
Asia Pacific			203		195		8			4			53		61
	— at constant currency rates									12
Americas			586		613		(27	)		(4	)		141		142
	— at constant currency rates									11

MANAGEMENT DISCUSSION AND ANALYSIS

Sales improved slightly in the third quarter compared to the same period last year to € 1.7 billion (2001: € 1.65 billion). At constant currencies, revenues would have been up 10% compared to third quarter 2001. Earnings before interest, taxes, depreciation and amortization (“EBITDA”) were € 390 (2001: € 235 million).

Operating income for the third quarter of 2002 increased significantly to € 336 million (2001: € 159 million). Third quarter operating income, before charges for stock-based compensation programs and acquisition related costs, improved from the previous year to € 316 million (2001: € 201 million). The third quarter operating margin, before stock-based compensation and acquisition related charges, increased to 19% (2001: 12%).

Net income for the third quarter of 2002 was € 202 million (2001: € 37 million), or € 0.65 per share (2001: € 0.12 per share). Excluding extraordinary gains, acquisition charges and other impairment costs of minority investments (including Commerce One), net income for the third quarter of 2002 was € 228 million (2001: € 86 million), or € 0.73 per share (2001: € 0.27 per share).

For the quarter, revenues in the Europe, Middle East and Africa (EMEA) region increased 9% to € 913 million (2001: € 841 million). Despite the concerns about a weak economic environment in Europe, EMEA is typically a strong region for SAP and the Company expects that trend to continue. Revenues in the Americas region were down 4% to € 586 million (2001: € 613 million). At constant currency rates, however, revenues in the Americas would have increased 11%. While revenues in the Americas were down, the Company is pleased with this performance and the region appears to have stabilized. Revenues in the Asia-Pacific region (APA) increased 4% to € 203 million (2001: € 195 million).

Product revenues in the third quarter rose to € 1.04 billion (2001: € 995 million). License revenues were € 435 million (2001: € 447 million) and consulting and training revenues were € 545 million (2001: € 524 million) and € 97 million (2001: € 113 million), respectively. The number of full-time equivalent employees at September 30, 2002, was 28,909, a decrease of 2% since June 30, 2002.

In the third quarter of 2002, software revenues related to mySAP CRM (Customer Relationship Management) reached approximately € 93 million, up 19% from 2001 (€ 78 million) and represented 21% of total license sales. mySAP SCM (Supply Chain Management) related revenues totaled approximately € 95 million, down 3% from 2001 (€ 98 million) and represented 22% of total license sales. These figures include revenues from designated solution contracts, as well as figures from integrated solution contracts, which are allocated based on usage surveys.

In a display of confidence in the Company, SAP announced that it currently intends to purchase an additional € 100 million of stock over the next few months under its buyback program approved at the shareholders’ meeting in May 2002. So far, the Company has bought back € 250 million of stock in 2002. As in the past, the Company will conduct all of its share repurchases in accordance with applicable laws and regulations, especially in a manner that should not materially impact the share price as stated under German laws.

NINE MONTHS RESULTS

For the first nine months ended September 30, 2002, sales increased 2% over 2001 to € 5.14 billion (2001: € 5.03 billion). Operating income before charges for stock-based compensation programs and acquisition related charges was € 877 million (2001: € 858 million). License revenues for the first nine month period declined 14% to € 1.33 billion (2001: € 1.55 billion). Consulting revenues were € 1.63 billion (2001: € 1.51 billion) and training revenues were € 322 million (2001: € 349 million). For the first nine months of 2002, sales in the APA region were up 1% to € 597 million (2001: € 593 million). In the EMEA region, revenues increased 7% to € 2.78 billion (2001: € 2.6 billion), and in the Americas revenues declined 4% to € 1.77 billion (2001: € 1.83 billion).

OUTLOOK

The Company has been committed to reducing costs and to allocating resources to match the longer term IT spending patterns of its customers. Thus far, the Company has met with success in its cost reduction and efficiency improvement program. Additionally, the sales pipeline remains strong and the Company expects that it will continue to gain market share. On the other hand the overall political and economic environment is currently unpredictable and it is difficult to forecast revenues. As a result, the Company removed its previous revenue guidance for 2002 and is not providing additional revenue guidance at this time. However, SAP expects its operating margin, excluding stock-based compensation and acquisition related charges, to improve at least one percentage point over the 20% achieved in 2001 even if 2002 revenues remain relatively flat compared to 2001 revenues.

THIRD QUARTER HIGHLIGHTS

The Company announced Bill McDermott as its new President and CEO of the Americas. Bill McDermott will be responsible for all of SAP’s business activities in the United States and Canada and will report directly to Léo Apotheker, president of Global Field Operations and executive board member of SAP AG. Bill McDermott, former executive vice president of worldwide sales operations at Siebel Systems, has more than twenty years of experience in the technology industry and has served in a variety of executive level positions.

SAP continues to gain market share and win key deals across its product range. Key contracts in the third quarter include Adobe, British Columbia, Caterpillar, and Ford, in the Americas; in EMEA Adidas-Salomon, Benetton, DaimlerChrysler, and Winterthur; and in Asia/Pacific Kyushu Electric, Lee Kum Kee Foods, Oil & Gas Corp., and Sinopec among others.

SAP held its international e-business conferences, SAPPHIRE ’02 Lisbon and Tokyo, attracting more than 17,000 attendees. SAP unveiled new solution innovations and showcased key customers that are leveraging SAP technology to meet the challenges of today’s global business environment. More than 86 companies were on site to talk about how and why they use SAP solutions to solve their real-world business problems.

SAP rolled out the newest version of mySAP Customer Relationship Management (mySAP CRM), delivering the world’s first fully portal-based CRM solution. Portal technology integrated with SAP’s CRM solution provides users with the full suite of CRM functions and the ease-of-use and rolebased information of the portal.

SAP extended its portfolio of cross applications (xApps), including development of the new SAP xApp Employee Productivity (SAP xEP) and the SAP xApp Resource and Program Management (SAP xRPM). SAP recently debuted xApps, which build on existing applications within and across enterprise boundaries, supporting cross-functional business processes to maximize strategic assets, realize greater return on investment, and lower total cost of ownership.

SAP is delivering on its SMB strategy with key wins and increased functionality. SAP continues to roll out its small and midsize business (SMB) offering and recently announced that Osram Light Consulting is among the first customers to select SAP Business One to link operations to its parent company. Other current pilot users include Goebel und Mattes, Scherer Werbung, Reha Vision, Alex und Gross, Maeder Computer Systems, and Metallica.

SAP announced the creation of the SAP Global Custom Development Services organization. The new unit will concentrate all of SAP’s custom development resources in a single global organization to more effectively help customers gain maximum value and competitive advantage from their technology investment.

SAP began shipping R/3 Enterprise in July. 70 customers are engaged in phase one. R/3 Enterprise provides customers with unmatched flexibility. It is built using the latest technologies including JAVA, ABAP, exchange infrastructure, and web services, all open technologies enabling customers more flexibility in upgrading their enterprise solutions.

      In the first nine months of 2002, the number of employees rose from 28,410 to 28,909. This is mainly due to an increase of employees in Research and Development as well as in the EMEA region.

HEAD COUNT

Number of employees

(in full time equivalents)

					Absolute
	09/30/2002		12/31/2001		increase
Research & Development		7,954		7,491		463
Service & Support		12,824		12,883		(59	)
Sales & Marketing		5,103		5,001		102
General & Administration		3,028		3,035		(7	)
SAP Group		28,909		28,410		499
EMEA		19,306		18,438		868
Americas		6,390		6,726		(336	)
Asia/Pacific		3,213		3,246		(33	)

CONSOLIDATED BALANCE SHEETS

	09/30/2002		12/31/2001
	(in € millions)
	(unaudited)
ASSETS
Intangible assets		460		500
Property, plant and equipment		1,019		997
Financial assets		174		707
Fixed assets		1,653		2,204
Accounts receivables		1,711		2,212
Inventories and other assets		234		182
Liquid assets/marketable securities		981		964
Current assets		2,926		3,358
Deferred taxes		376		480
Prepaid expenses		128		154
Total assets		5,083		6,196
SHAREHOLDERS’ EQUITY AND LIABILITIES
Shareholders’ equity		2,478		3,110
Minority interest		59		63
Reserves and accrued liabilities		1,173		1,428
Other liabilities		765		1,218
Deferred income		608		377
Total shareholders’ equity and liabilities		5,083		6,196
Days sales outstanding		91		94

CONSOLIDATED STATEMENT OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30

	2002			2001
	(in € millions)
	(unaudited)
Net income before minority interest		35			262
Minority interest		4			9
Net income		39			271
Depreciation and amortization		165			200
Gains/Losses on disposal of property, plant and equipment and marketable equity securities, net		(4	)		(9	)
In Process R&D		0			6
Losses from equity investments, net		382			122
Write-downs of financial assets, net		121			27
Impacts of hedging		62			89
Change in accounts receivable and other assets		442			372
Change in deferred stock compensation		6			(7	)
Change in reserves and liabilities		(469	)		(583	)
Change in deferred taxes		41			26
Change in other current assets		16			(80	)
Change in deferred income		231			180
Net cash provided by operating activities		1,032			614
Purchase of intangible assets and property, plant and equipment		(222	)		(273	)
Purchase of financial assets		(37	)		(46	)
Change in the scope of consolidation		1			(1	)
Proceeds from disposal of fixed assets		35			37
Investment in Commerce One		(2	)		(304	)
Purchase of TopTier, net of cash acquired		0			(379	)
Change in liquid assets (maturities greater than 90 days) and marketable securities		(1	)		25
Net cash used in investing activities		(226	)		(941	)
Dividends paid		(182	)		(180	)
Effect of 2000 STAR-hedge, net		0			(120	)
Purchase of treasury stock		(250	)		(94	)
Impacts of convertible bonds, net		6			4
Other changes to additional paid-in-capital		(2	)		(4	)
Repayments of/proceeds from line of credit and long-term debt		(181	)		482
Effect of 2001 STAR-hedge		0			(68	)
Effect of 2002 STAR-hedge		(43	)		0
Net cash used in financing activities		(652	)		20
Effect of foreign exchange rates on cash and cash equivalents		(138	)		(42	)
Net change in cash and cash equivalents		16			(349	)
Cash and cash equivalents at the beginning of the period		861			1,043
Cash and cash equivalents at the end of the period		471			684

CONSOLIDATED INCOME STATEMENTS THREE MONTHS ENDED SEPTEMBER 30

								Change since
								previous year
		2002			2001			in %
		(In € millions)
		(unaudited)
	Software revenue		435			447			(3	)%
	Maintenance revenue		603			548			10	%
Product revenue			1,038			995			4	%
	Consulting revenue		545			524			4	%
	Training revenue		97			113			(14	)%
Service revenue			642			637			1	%
Other revenue			22			17			29	%
Total revenue			1,702			1,649			3	%
Cost of product			(199	)		(203	)		(2	)%
Cost of service			(471	)		(510	)		(8	)%
Research and development			(196	)		(217	)		(10	)%
Sales and marketing			(378	)		(438	)		(14	)%
General and administration			(85	)		(97	)		(12	)%
Other income/expenses, net			(38	)		(25	)		52	%
Total operating expense			(1,366	)		(1,490	)		(8	)%
Operating income			336			159			111	%
Other non-operating income/expenses, net			0			20			(100	)%
Financial income, net			(38	)		(70	)		(46	)%
Income before income taxes			298			109			173	%
Income taxes			(100	)		(69	)		45	%
Minority interest			(2	)		(3	)		(33	)%
Net income before extraordinary gain			196			37			430	%
Extraordinary gain			6			0			n/a
Net Income			202			37			446	%
Basic earnings per share (in €)			0.65			0.12			442	%
Weighted average shares outstanding (in thousands of shares)			312,295			314,239

SAP GROUP CONSOLIDATED INCOME STATEMENTS NINE MONTHS ENDED SEPTEMBER 30

								Change since
								previous year
		2002			2001			in %
		(In € millions)
		(unaudited)
	Software revenue		1,333			1,551			(14	)%
	Maintenance revenue		1,795			1,548			16	%
Product revenue			3,128			3,099			1	%
	Consulting revenue		1,629			1,511			8	%
	Training revenue		322			349			(8	)%
Service revenue			1,951			1,860			5	%
Other revenue			59			67			(12	)%
Total revenue			5,138			5,026			2	%
Cost of product			(625	)		(589	)		6	%
Cost of service			(1,461	)		(1,434	)		2	%
Research and development			(648	)		(653	)		(1	)%
Sales and marketing			(1,218	)		(1,283	)		(5	)%
General and administration			(296	)		(279	)		6	%
Other income/expenses, net			(48	)		(50	)		(4	)%
Total operating expense			(4,296	)		(4,288	)		0	%
Operating income			842			738			14	%
Other non-operating income/expenses, net			28			(9	)		(411	)%
Financial income, net			(552	)		(170	)		225	%
Income before income taxes			318			559			(43	)%
Income taxes			(285	)		(288	)		(1	)%
Minority interest			(4	)		(9	)		(56	)%
Net income before extraordinary gain			29			262			(89	)%
Extraordinary gain			6			0			n/a
Net Income			35			262			(87	)%
Basic earnings per share (in €)			0.11			0.83			(87	)%
Weighted average shares outstanding (in thousands of shares)			313,485			314,317

ADDITIONAL INFORMATION THREE MONTHS ENDED SEPTEMBER 30

								Change since
								previous year
		2002			2001			in %
		(in € millions) (unaudited)
Operating Income			336			159			111	%
Depreciation and Amortization			54			76			(29	)%
EBITDA			390			235			66	%
	As a % of sales		23	%		14	%
Operating income			336			159			111	%
Total stock based compensation			(25	)		21			(219	)%
TopTier acquisition costs			5			21			(76	)%
Operating income excluding stock based compensation and TopTier acquisition costs			316			201			57	%
	As a % of sales		19	%		12	%
Income before income taxes			298			109			173	%
Income taxes			100			69			45	%
Effective tax rate			34	%		63	%
Net income excluding extraordinary gain as well as acquisition cost of TopTier, Commerce One and other impairment costs of minority interest			228			86			165	%
Earnings per share excluding extraordinary gain as well as acquisition cost of TopTier, Commerce One and other impairment costs of minority interest (in €)			0.73			0.27			170	%

ADDITIONAL INFORMATION NINE MONTHS ENDED SEPTEMBER 30

								Change since
								previous year
		2002			2001			in %
		(in € millions) (unaudited)
Operating Income			842			738			14	%
Depreciation and Amortization			165			200			(18	)%
In-Process R&D			0			6			(100	)%
EBITDA			1,007			944			7	%
	As a % of sales		20	%		19	%
Operating income			842			738			14	%
Total stock based compensation			17			79			(78	)%
TopTier acquisition costs			18			41			(56	)%
Operating income excluding stock based compensation and TopTier acquisition costs			877			858			2	%
	As a % of sales		17	%		17	%
Income before income taxes			318			559			(43	)%
Income taxes			285			288			(1	)%
Effective tax rate			90	%		52	%
Net income excluding extraordinary gain as well as acquisition cost of TopTier, Commerce One and other impairment costs of minority interest			537			438			22	%
Earnings per share excluding extraordinary gain as well as acquisition cost of TopTier, Commerce One and other impairment costs of minority interest (in €)			1.71			1.39			23	%

FINANCIAL CALENDAR 2003

January 30	Preliminary figures for fiscal 2002
	Press, Analyst, and Telephone Conference in Frankfurt, Germany
May 9	Annual General Meeting in Mannheim, Germany
May 12	Dividend payment

SERVICES FOR INVESTORS

Investors can find information on our Investor Relations web site at www.sap.com/investor. They can subscribe to our SMS-Service and e-mail newsletter in order to get up-to-date information. SAP web pages can be downloaded on handhelds via our AvantGo Service. WAP users can find valuable information around the clock at http://www.mysap.com.

SAP AG
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69190 Walldorf
Germany
Telephone +49 / 6227 / 7-47474
Telefax +49 / 6227 / 7-57575
Internet www.sap.com
e-mail info@sap.com

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INFORMATION ABOUT CONTENT:
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OVERALL RESPONSIBILITY:
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Global Communications

DESIGN AND PRODUCTION:
Hensel Kommunikation GmbH
Weinheim, Germany

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EX-99.1

EX-99.1: QUARTERLY REPORT DATED NOVEMBER 8, 2002