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

March 27, 2012

Commission file number:

1-14251

SAP AG

(Exact name of registrant as specified in its charter)

SAP CORPORATION

(Translation of registrant’s name into English)

Dietmar-Hopp-Allee 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  þ            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  þ

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

SAP AG

FORM 6-K

On March 23, 2012, SAP AG, a stock corporation organized under the laws of the Federal Republic of Germany (“SAP”), issued a press release (the “Press Release”) announcing the availability of 2011 Annual Report and U.S. Securities and Exchange Commission Filing on Form 20-F. The Press Release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

In the Press Release, SAP further announced new long-term incentive programs for employees and Executive Board members. The two webmessages referred to in this press release are attached as Exhibits 99.2 and 99.3 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 (the “SEC”), including SAP’s most recent Annual Report on Form 20-F filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.

2

EXHIBITS

Exhibit No.	Exhibit
99.1	Press Release dated March 23, 2012
99.2	Webmessage dated March 23, 2012
99.3	Webmessage dated March 23, 2012

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 AG
(Registrant)
By:	/s/ Werner Brandt
	Name: Dr. Werner Brandt
	Title:   CFO
By:	/s/ Christoph Huetten
	Name: Dr. Christoph Huetten
	Title:   Chief Accounting Officer

Date: March 27, 2012

4

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press Release dated March 23, 2012
99.2	Webmessage dated March 23, 2012
99.3	Webmessage dated March 23, 2012

5

EX-99.1

Exhibit 99.1

For Immediate Release

March 23, 2012

SAP Announces Availability of 2011 Annual Report and U.S. Securities and Exchange Commission Filing on Form 20-F

• SAP Reaffirms its Full-Year 2012 Business Outlook

• SAP Aims to Reach a 35% Non-IFRS Operating Margin and Exceed €20 Billion in Annual Total Revenue by 2015

• SAP Announces New Long Term Incentive Plans for Executive Board Members and Employees

WALLDORF, Germany — March 23, 2012 — SAP AG (NYSE: SAP) announced today that its Annual Report to Shareholders (including the IFRS audited financial statements) for the year ended December 31, 2011 is now available, and that SAP’s Annual Report on Form 20-F has been filed with the U.S. Securities and Exchange Commission (SEC). Both reports can be accessed via SAP’s Web site at www.sap.com/investor and www.sap.de/investor. Hardcopies of both reports can be ordered free of charge:

(i) online at www.sap.com/investor and www.sap.de/investor,

(ii) via phone +49 6227 7-67336 or +1-877-727-7862 or

(iii) by sending an e-mail to investor@sap.com.

In the 2011 Annual Report to Shareholders, SAP reaffirmed its previously published (January 25, 2012) business outlook for the full-year 2012.

• The Company expects full-year 2012 non-IFRS software and software-related service revenue to increase in a range of 10% to 12% at constant currencies (2011: €11.35 billion). This includes a contribution of up to 2 percentage points from SuccessFactors’ business.

• The Company expects full-year 2012 non-IFRS operating profit to be in a range of €5.05 billion to €5.25 billion at constant currencies (2011: €4.71 billion). Full-year 2012 non-IFRS operating profit excluding SuccessFactors is expected to be in a similar range.

• The Company projects a full-year 2012 IFRS effective tax rate of 26.5% to 27.5% (2011: 27.9%) and a non-IFRS effective tax rate of 27.0% to 28.0% (2011: 26.6%).

SAP Announces Availability of 2011 Annual Report and
U.S. Securities and Exchange Commission Filing on Form 20-F	Page 2

Also in the 2011 Annual Report to Shareholders, SAP stated that by 2015, it aims to increase annual total revenue to more than €20 billion. In the same period, SAP aims to widen its non-IFRS operating margin to 35%.

In addition, SAP announced today new long-term incentive programs for employees and Executive Board members that are designed to reward participants for their contribution to achieving the company’s ambitious 2015 goals. In addition, SAP has expanded the share matching plan 2012 for employees in celebration of SAP’s 40^th anniversary. For more information on these incentive programs as well as the estimated amount of share-based compensation expenses for 2012 see the following Webmessages online at www.sap.com/investor.

SAP Expands Employee and Board Member Participation in Company’s Success

SAP’s Non-IFRS Financial Measures: 2012 Estimates of the Differences Between IFRS and Non-IFRS

About SAP

As market leader in enterprise application software, SAP (NYSE: SAP) helps companies of all sizes and industries run better. From back office to boardroom, warehouse to storefront, desktop to mobile device – SAP empowers people and organizations to work together more efficiently and use business insight more effectively to stay ahead of the competition. SAP applications and services enable more than 183,000 customers to operate profitably, adapt continuously, and grow sustainably. For more information, visit www.sap.com.

# # #

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 most recent Annual Report on Form 20-F filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.

^© 2012 SAP AG. All rights reserved.

SAP, R/3, SAP NetWeaver, Duet, PartnerEdge, ByDesign, SAP BusinessObjects Explorer, StreamWork, SAP HANA, and other SAP products and services mentioned herein as well as their respective logos are trademarks or registered trademarks of SAP AG in Germany and other countries.

Business Objects and the Business Objects logo, BusinessObjects, Crystal Reports, Crystal Decisions, Web Intelligence, Xcelsius, and other Business Objects products and services mentioned herein as well as their respective logos are trademarks or registered trademarks of Business Objects Software Ltd. Business Objects is an SAP company.Sybase and Adaptive Server, iAnywhere, Sybase 365, SQL Anywhere, and other Sybase products and services mentioned herein as well as their respective logos are trademarks or registered trademarks of Sybase, Inc. Sybase is an SAP company.

Crossgate, m@gic EDDY, B2B 360°, and B2B 360° Services are registered trademarks of Crossgate AG in Germany and other countries. Crossgate is an SAP company.

All other product and service names mentioned are the trademarks of their respective companies. Data contained in this document serves informational purposes only. National product specifications may vary.

These materials are subject to change without notice. These materials are provided by SAP AG and its affiliated companies (“SAP Group”) for informational purposes only, without representation or warranty of any kind, and SAP Group shall not be

SAP Announces Availability of 2011 Annual Report and
U.S. Securities and Exchange Commission Filing on Form 20-F	Page 3

liable for errors or omissions with respect to the materials. The only warranties for SAP Group products and services are those that are set forth in the express warranty statements accompanying such products and services, if any. Nothing herein should be construed as constituting an additional warranty.

Note to editors:

To preview and download broadcast-standard stock footage and press photos digitally, please visit www.sap.com/photos. On this platform, you can find high resolution material for your media channels. To view video stories on diverse topics, visit

www.sap-tv.com. From this site, you can embed videos into your own Web pages, share video via e-mail links and subscribe to RSS feeds from SAP TV.

For more information, financial community only:

Stefan Gruber +49 (6227) 7-44872 investor@sap.com, CET

For more information, press only:

Christoph Liedtke +49 (6227) 7-50383 christoph.liedtke@sap.com, CET

Daniel Reinhardt +49 (6227) 7-40201 daniel.reinhardt@sap.com, CET

Jim Dever +1 (610) 661-2161 james.dever@sap.com, ET

Lynn Ong +65 6768 6439 lynn.ong@sap.com, SGT (GMT +8)

Follow SAP Investor Relations on Twitter at @sapinvestor.

EX-99.2

SAP EXPANDS EMPLOYEE AND BOARD MEMBER PARTICIPATION IN COMPANY’S SUCCESS

(Webmessage)

• SAP Announces New Long Term Incentive Plans

• €500 Million Planned for Employee Participation Plan Through 2015

• SAP Expands Share Matching Plan

Walldorf, Germany – March 23, 2012

SAP has implemented two new share-based compensation plans: An Employee Participation Program (EPP) 2015 for employees and a Long Term Incentive (LTI) Plan 2015 for Executive Board members. In addition, SAP has expanded the share matching plan 2012 in celebration of SAP’s 40^th anniversary. The two new plans and the expansion of the share matching plan are designed to reward participants for their contribution in achieving the Company’s ambitious 2015 goals.

Key Facts of EPP 2015 and LTI Plan 2015:

• The plans are focused on SAP’s share price and on targets derived from the Company’s 2015 strategy. They award virtual shares, called restricted share units (RSUs) to participants. Participants are paid out in cash based on the number of RSUs that vest.

• Starting in 2012, the RSUs will be awarded and allocated at the beginning of each year through 2015, with EPP 2015 RSUs subject to annual Executive Board approval. The RSU allocation process will take place at the beginning of each year based on SAP’s share price after the publication of its preliminary annual results.

• The number of RSUs that participants actually receive depends on SAP’s actual performance for the given year. The performance is based on SAP’s objectives set forth at the beginning of the plan. These objectives are closely linked to SAP’s 2015 goals, and include two key performance indicators (KPIs): non-IFRS total revenue and non-IFRS operating profit.

• If both KPIs achieve at least a defined 80% threshold, RSUs vest. Depending on performance the vesting can reach a maximum of 150% of the budgeted amount. If one or both of those KPIs do not achieve the defined threshold of 80%, no RSUs vest in that year.

• Under the EPP 2015, the RSUs are paid out after the one-year measurement period whereas the RSUs under the LTI Plan 2015 are subject to a 3-year-holding period before pay-out.

• The plans include a “look-back” provision, due to the fact that it is based on reaching the goals in 2015. If the overall achievement in 2015 is higher or lower than represented by the number of RSUs vested in 2012 – 2014, the number of 2015 RSUs can increase or decrease accordingly. However, RSUs that were already fully vested in prior years cannot be forfeited.

The final financial effect of the EPP 2015 as well as the LTI Plan 2015 will depend significantly on the number of vested RSUs actually to be paid out in cash and the SAP share price and thus may be significantly above or below the budgeted amounts. Due to the IFRS accounting rules, the Company will record almost all expense relating to the 2012

portion of the EPP plan and the majority of the total LTI plan in 2012. However, the actual amount may be significantly higher or lower than the Company’s estimate subject to the actual development of share price as well as the achievement of the financial KPIs. For example, the actual cash payout for the EPP 2015 could deviate significantly from €500 million planned.

Share Matching Plan

SAP introduces the EPP 2015 in addition to the existing Share Matching Plan and Stock Option Plan, which rewards all employees for their consistent high performance that contributes significantly to the company’s long-term success. The Share Matching Plan is based on a simple and effective participation formula. The participants buy and hold bundles of three shares for three years, which entitles them to receive bonus shares. In 2012 SAP management has decided to increase the number of bonus shares to five in celebration of SAP’s 40^th anniversary.

Estimated Share Based Compensation Expenses for 2012

For the estimated amount of SAP’s share-based compensation expense in 2012, please refer to a separate Webmessage called SAP’s non-IFRS Financial Measures: 2012 Estimates of the Differences Between IFRS and non-IFRS.

More details about SAP’s share-based compensation plans are provided in the Company’s Annual Report 2011 and the Company’s Annual Report on form 20-F. They are both available online at www.sap.com/investor.

EX-99.3

SAP’S NON-IFRS FINANCIAL MEASURES: 2012 ESTIMATES OF

THE DIFFERENCES BETWEEN IFRS AND NON-IFRS

(WEBMESSAGE)

Walldorf, Germany – March 23, 2012

SAP publishes its full-year outlook based on certain revenue and profit measures and regularly reports on the progress towards achieving this outlook. To obtain alignment between the outlook communicated externally and SAP’s internal planning on segment and total company level, SAP uses, for its external outlook, the same measures used in internal planning and reporting. The calculation of these measures differs from IFRS and thus, the measures are non-IFRS measures.

The following amounts represent the fiscal year 2011 actual differences between IFRS and non-IFRS measures on operating profit as well as the estimates for 2012:

Non-IFRS Measures (in € million)	Actual Amounts From 2011		Estimated Amounts For 20121)
Deferred revenue write-down		27		Between 110 and 130
Discontinued activities2)		+717		Less than 10
Share-based compensation expenses3), 4)		69		Between 460 and 500
Acquisition-related charges5)		448		Between 480 and 520
Restructuring		4		Less than 25

1) All adjusting items are partly incurred in currencies other than the Euro. Consequently, the amounts are subject to currency volatility. All estimates for 2012 provided in the table are at actual currency and are calculated based on certain assumptions regarding the developments of the different currency exchange rates. Depending on the future development of these exchange rates the total amounts for 2012 may differ significantly from the estimates provided in the table above. Please remember that SAP’s outlook is based on constant currency.

2) We will consider all new information that emerge from further developments of the TomorrowNow lawsuit to determine if the provision should be adjusted in the future, which could result in a change to the estimate provided in the table above.

3) Our share-based compensation expenses are subject, among other factors, to share price volatility, volatility in SAP’s performance against the Tech PGI index, achievement of financial KPIs and fluctuations in SAP’s workforce. The estimates in the table above are based on certain assumptions regarding these factors. Depending on the future development of these factors the total expense for 2012 may differ significantly from these estimates.

4) The estimates provided above for share-based compensation expenses include grants under existing programs. New share-based compensation plans or changes to the existing plans may make the total amounts for 2012 differ significantly from these estimates.

5) The estimates provided above for acquisition-related charges are based on the acquisitions performed by SAP until the day of this document. Further acquisitions may make the total amounts for 2012 differ significantly from these estimates.

The above mentioned estimates are independent of and not included in SAP’s outlook. This Webmessage does not constitute an update of our outlook.

Why Do You Expect an Increase in Share-Based Compensation Expenses in 2012 Compared to 2011?

The increase in share-based compensation expense is primarily due to the following reasons:

• At the beginning of 2012, SAP implemented two new share-based compensation plans: A Employee Participation Program (EPP) 2015 for employees and a Long Term Incentive (LTI) Plan 2015 for Executive Board members. The plans, which start in 2012, are designed to award participants each year through 2015. For more details on these plans please see a separate Webmessage also published today called SAP Expands Employee and Board Member Participation in Company’s Success.

• As part of the acquisition of SuccessFactors, SAP is obligated to carry forward certain share-based compensation plans for SuccessFactors employees. SAP also plans to issue an additional share-based compensation plan for SuccessFactors employees, which is already included in this estimate. The SuccessFactors employees have historically been compensated with a higher percentage of variable pay compared to fixed pay as it relates to their overall compensation, and the new plan is intended to ensure they will retain that pay structure.

• SAP will also continue to offer members of its senior leadership team and its top performing employees cash-based stock options, also called “SAP Stock Option Plan.” The budget for this plan in 2012 has increased compared to the budget in 2011.

• SAP has offered a Share Matching Plan for its employees since 2010. In 2012, SAP decided to significantly increase the number of bonus shares in celebration of SAP’s 40th anniversary.

• Our share-based compensation expense estimates, among others, are based on assumptions relating to SAP’s share price development, performance against the Tech PGI index, achievement of financial KPIs and change in SAP’s workforce. In 2011, SAP increased its workforce organically and has already increased its workforce through the acquisition of SuccessFactors in 2012. In addition, year-to-date SAP’s share price has increased in comparison to the prior year and SAP has outperformed the Tech PGI index year-to-date. These factors have all been considered in applying these estimates. Depending on the future development of these factors, the total share-based compensation expense for 2012 may differ significantly from these estimates.

Brief Overview of SAP’s IFRS and Non-IFRS Measures

IFRS Revenue Measure		IFRS Profit Measure
+ Deferred Revenue Write-Down		+ Deferred Revenue Write-Down
= Non-IFRS Revenue Measure		+/- Acquisition-Related Charges
+/- Currency impact compared to previous year		+/– Share-Based Compensation Expenses
= Non-IFRS Revenue Measure at Constant Currency		+/– Discontinued Activities
		+/– Restructuring
		= Non-IFRS Profit Measure
		+/– Currency impact compared to previous year
		= Non-IFRS Profit Measure at Constant Currency
Non-IFRS Operating Margin at Constant Currency	=	Non-IFRS Operating Profit at Constant Currency
		Non-IFRS Total Revenue at Constant Currency

The differences between our IFRS and non-IFRS measures are described as follows:

• Deferred revenue write-down:

• When SAP acquires a business, its support or cloud subscription revenue includes the post-merger revenue from customer support or cloud subscription contracts entered into by the acquired business before the acquisition. However, under IFRS, such post merger revenue is recorded based on a fair value approach and thus at amounts below the contracted rates. SAP adjusts its non-IFRS revenue, profit and margin numbers to show the revenue that the acquired entity would have recorded absent the acquisition by SAP.

• The effects recorded in 2011 resulted from the Sybase acquisition and adjusted IFRS support revenue.

• In future periods the effects to be recorded, absent another large acquisition, will result from SuccessFactors and will adjust IFRS cloud subscription and support revenue.

• Discontinued activities:

• IFRS requires that companies exclude from the results of continuing operations the profit or loss from operations that are either disposed of or planned to be sold, but only if these operations represent a major line of business or geographical area. SAP adjusts its non-IFRS revenue, profit and margin numbers to also exclude operations that are disposed of but do not meet the threshold of major line of business or geographical area.

• Discontinued activities currently relate only to the activities of the TomorrowNow entities which SAP discontinued but which never represented a major line of SAP’s business.

• Share-based compensation expenses:

• Certain elements of employee compensation at SAP are variable and depend on the absolute or relative future performance of SAP’s share price. The operating expense that SAP records for such compensation programs is based on the share price and may vary significantly from period to period depending on changes in the SAP share price and our performance against the TechPGI index. Some programs also depend on the achievement of certain financial key performance indicators (KPIs) and the operating expense recorded depends on the actual achievement of such KPIs. SAP adjusts its non-IFRS operating profit and operating margin numbers to fully exclude share-based compensation.

• Acquisition-related charges:

• Acquisitions of other software companies or intellectual property usually result in recording a number of intangible assets that the acquired entity may not have had recorded in its balance sheet because they were created internally. Subsequent to the acquisition, such intangible assets are amortized over their useful lives. Additionally, acquisitions may result in other incremental expenses such as restructuring expenses, settlement of pre-existing relationships, fees for investment banks etc. SAP adjusts its non-IFRS profit and margin numbers to exclude these acquisition-related charges.

• The majority of SAP’s acquisition-related charges recorded in 2011 were from the acquisitions of Sybase and Business Objects. The acquisition of SuccessFactors combined with these two previous acquisitions will make up the majority of the acquisition-related charges in 2012, absent another large acquisition.

• Restructuring:

• Under IFRS, the cost of a restructuring (such as a program planned and controlled by management that materially changes the scope of a business or the manner in which the business is conducted) are fully expensed when a formal restructuring plan is available and a valid expectation of execution has been raised in those affected. Thus, a large restructuring may result in a significant one-off expense. SAP adjusts its non-IFRS profit and margin numbers to exclude restructuring expenses.

• Expenses occurring outside a restructuring are not adjusted from even if they are similar to restructuring expenses. Severance charges, for example, would only be adjusted for if incurred as part of a restructuring plan.

• Constant currency adjustment:

• SAP’s revenue and profit measures are impacted by both, changes in volume and changes in foreign currency. To allow a focus on the volume impact, SAP adjusts for changes in foreign currency by translating foreign currency amounts using the average rates from the previous year instead of the current year.

• SAP reports its non-IFRS numbers at both, actual currencies and constant currencies. SAP’s outlook is, however, based on constant currency numbers.

For a more detailed description of these adjustments and their limitations as well as our constant currency and free cash flow figures see ‘Explanation of Non-IFRS Measures’ which is available at www.sap.com/investor.

#   #   #

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 most recent Annual Report on Form 20-F filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.