SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO/A

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 11)

SuccessFactors, Inc.

(Name of Subject Company (Issuer))

Saturn Expansion Corporation

a wholly-owned subsidiary of

SAP America, Inc.

an indirectly wholly-owned subsidiary of

SAP AG

(Name of Filing Persons, Offerors)

Common Stock, par value $0.001 per share,

(Title of Class of Securities)

864596101

(CUSIP Number of Class of Securities)

Michael Junge

Executive Vice President and General Counsel

SAP AG

Dietmar-Hopp-Allee 16

D-69190 Walldorf

Federal Republic of Germany

+49 6227 74 7474

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

A. Peter Harwich

Allen & Overy LLP

1221 Avenue of the Americas

New York, New York 10020

Telephone: (212) 610-6300

Calculation of Filing Fee

Transaction Valuation(1)	Amount of Filing Fee(2)
$3,819,221,880	$437,682.83

(1) Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Calculated by multiplying $40.00, the per share tender offer price, by shares of common stock of SuccessFactors, Inc., which includes (a) 84,801,782 shares of common stock issued and outstanding (including shares of restricted stock, but excluding treasury shares), (b) 6,130,344 shares of common stock subject to outstanding stock options with an exercise price less than $40.00 and (c) 4,548,421 restricted stock units outstanding.

(2) The filing fee was calculated in accordance with Rule 0-11 of the Exchange Act and Fee Rate Advisory #3 for fiscal year 2012, issued September 29, 2011, by multiplying the transaction value by .00011460.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.

Amount Previously Paid: $437,682.83	Filing Party: Saturn Expansion Corporation
Form or Registration No.: Schedule TO-T	Date Filed: December 16, 2011

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: x

This Amendment No. 11 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on December 16, 2011 (as amended or supplemented, the “Schedule TO”) by Saturn Expansion Corporation, a Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of SAP America, Inc., a Delaware corporation (“SAP America”) and an indirectly wholly-owned subsidiary of SAP AG, a stock corporation organized under the laws of the Federal Republic of Germany (“SAP AG”). The Schedule TO relates to the offer by the Purchaser to purchase all issued and outstanding shares of common stock of SuccessFactors, Inc., a Delaware corporation (“SuccessFactors”), par value $0.001 per share (the “SuccessFactors Common Stock” or the “Shares”), at a price of $40.00 per Share, net to the holder thereof in cash, without interest and less any required withholding of taxes, upon the terms and subject to the conditions set forth in the offer to purchase dated December 16, 2011 (as it may be amended or supplemented, the “Offer to Purchase”), and the related letter of transmittal (as it may be amended or supplemented, the “Letter of Transmittal,” and together with the Offer to Purchase, the “Offer”), copies of which were filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.

Item 1. Summary Term Sheet.

The Offer to Purchase and Item 1 of the Schedule TO, to the extent Item 1 incorporates by reference the information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet”, are hereby amended and supplemented to include the following information:

The Offer expired at 5:00 p.m., New York City time, on Wednesday, February 15, 2012. The Offer was not extended. Computershare Trust Company, N.A., SuccessFactors’ transfer agent, has indicated that, as of 5:00 p.m., New York City time, on February 15, 2012, 85,541,359 Shares were issued and outstanding. The Depositary has indicated that a total of 81,673,335 Shares were validly tendered and not properly withdrawn upon expiration of the Offer (including 5,411,270 Shares subject to the guaranteed delivery procedures set forth in the Offer to Purchase). The number of Shares validly tendered and not properly withdrawn upon expiration of the Offer represents approximately 95.5% of all issued and outstanding Shares. The Purchaser has accepted for payment all Shares that were validly tendered and not properly withdrawn in the Offer. In each case, the consideration will be paid in cash, without interest, less any relevant withholding taxes, pursuant to the terms and conditions of the Offer.

SAP America and the Purchaser intend to effect a short-form merger as promptly as practicable, without the need for a meeting of SuccessFactors’ shareholders. In the Merger, the Purchaser will be merged with and into SuccessFactors with SuccessFactors continuing as the Surviving Corporation and a wholly-owned subsidiary of SAP America. At the effective time of the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (other than Shares that are held by SuccessFactors, SAP America or any of their wholly-owned subsidiaries or Shares held by stockholders who properly exercise appraisal rights under the DGCL) will, by virtue of the Merger and without any action on the part of the holders of the Shares, be converted into the right to receive $40.00 net to the holder in cash, without interest and subject to any required withholding of taxes.

SAP AG and SuccessFactors issued a joint press release on Thursday, February 16, 2012, announcing the successful completion of the Offer. The full text of the press release is attached hereto as Exhibit (a)(5)(N) and is incorporated herein by reference.

Items 4 and 11.

Items 4 and 11 of the Schedule TO are hereby amended and supplemented to include the information set forth above under Item 1, which is incorporated in these Items 4 and 11 by reference.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented to include the following exhibit:

(a)(5)(N) Joint Press Release issued by SAP AG and SuccessFactors on February 16, 2012.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 16, 2012

SATURN EXPANSION CORPORATION
By:	/s/ Brad C. Brubaker
	Name: Brad C. Brubaker
	Title: Secretary

SAP AMERICA, INC.
By:	/s/ Brad C. Brubaker
	Name: Brad C. Brubaker
	Title: Secretary

SAP AG
By:	/s/ Michael Ploetner
	Name: Michael Ploetner
	Title: Authorized Signatory

By:	/s/ Wendy Boufford
	Name: Wendy Boufford
	Title: Authorized Signatory

EXHIBIT INDEX
(a)(1)(A)*	Offer to Purchase, dated December 16, 2011.
(a)(1)(B)*	Form of Letter of Transmittal.
(a)(1)(C)*	Notice of Guaranteed Delivery.
(a)(1)(D)*	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)*	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F)*	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(5)(A)*	Press release issued by SAP AG and SuccessFactors on December 3, 2011, incorporated herein by reference to the Form 6-K furnished by SAP AG, SAP America and the Purchaser on December 5, 2011.
(a)(5)(B)*	Summary Advertisement as published in the Wall Street Journal on December 16, 2011.
(a)(5)(C)*	Press release issued by SAP AG on December 16, 2011.
(a)(5)(D)*	Complaint captioned Federic Peretti v. Douglas J. Burgum et al., Case No. CIV510279 filed on December 8, 2011 in the Superior Court of the State of California – County of San Mateo, incorporated herein by reference to the Schedule 14D-9 filed by SuccessFactors on December 16, 2011.
(a)(5)(E)*	Complaint captioned Steamfitters Local 449 Pension Plan v. Douglas J. Burgum et al., Case No. CIV510436 filed on December 14, 2011 in the Superior Court of the State of California – County of San Mateo, incorporated herein by reference to Amendment No. 1 to the Schedule 14D-9 filed by SuccessFactors on December 21, 2011.
(a)(5)(F)*	Press release issued by SAP AG on December 27, 2011.
(a)(5)(G)*	Consolidated complaint captioned In re SuccessFactors, Inc. Shareholders Litigation, Case No. CIV510279, filed on January 5, 2012 in the Superior Court of the State of California – County of San Mateo, incorporated herein by reference to Amendment No. 3 to the Schedule 14D-9 filed by SuccessFactors on January 11, 2012.
(a)(5)(H)*	Complaint captioned Sanjay Israni v. Lars Dalgaard et al., Case No. 12-CV-0076-JSW, filed on January 5, 2012 in the United States District Court for the Northern District of California, incorporated herein by reference to Amendment No. 3 to the Schedule 14D-9 filed by SuccessFactors on January 11, 2012.
(a)(5)(I)*	Press Release issued by SAP AG on January 17, 2012.
(a)(5)(J)*	Press Release issued by SAP AG on January 19, 2012.
(a)(5)(K)*	Press Release issued by SAP AG on January 26, 2012.
(a)(5)(L)*	Press Release issued by SAP AG on February 2, 2012.
(a)(5)(M)*	Press Release issued by SAP AG on February 9, 2012.

(a)(5)(N)	Joint Press Release issued by SAP AG and SuccessFactors on February 16, 2012.
(b)(1)*	Euro 1 billion Credit Facility Agreement dated December 3, 2011, among SAP AG, as borrower, J.P. Morgan Limited as mandated lead arranger, the financial institution listed in Schedule 1 as original lender, and J.P. Morgan Europe Limited, as agent.
(d)(1)*	Agreement and Plan of Merger dated as of December 3, 2011 by and among SAP America, the Purchaser and SuccessFactors incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by SuccessFactors on December 5, 2011.
(d)(2)*	Mutual Non-Disclosure Agreement effective as of October 20, 2011 between SAP AG and SuccessFactors.
(d)(3)*	Exclusivity Agreement dated as of November 9, 2011 between SAP AG and SuccessFactors.
(g)	Not applicable.
(h)	Not applicable.
99.2*	Power of Attorney

* Filed Previously

EX-99.(A)(5)(N)

Exhibit (a)(5)(N)

For Immediate Release

February 16, 2012

SAP’s Offer for SuccessFactors, Inc. Shares is Successful

WALLDORF, Germany and SAN MATEO, California — February 16, 2012 — SAP AG (NYSE: SAP) and SuccessFactors, Inc. (NYSE: SFSF) today announced the successful completion of SAP AG’s cash tender offer, commenced through its indirectly wholly-owned subsidiary Saturn Expansion Corporation, for all issued and outstanding shares of common stock of SuccessFactors, Inc (“SuccessFactors”). The tender offer was made pursuant to an Offer to Purchase dated December 16, 2011 and in connection with an Agreement and Plan of Merger dated as of December 3, 2011. SAP and SuccessFactors first announced this transaction on December 3, 2011.

American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, has indicated that, as of 5:00 p.m., New York City time, on February 15, 2012, 81,673,335 shares of common stock of SuccessFactors (approximately 95.5% of the shares of common stock of SuccessFactors issued and outstanding) have been tendered into and not withdrawn from the tender offer (including 5,411,270 shares of common stock of SuccessFactors tendered pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase). Computershare Trust Company, N.A., SuccessFactors’ transfer agent, has indicated that, as of 5:00 p.m., New York City time, on February 15, 2012, 85,541,359 shares of common stock of SuccessFactors were issued and outstanding.

Saturn Expansion Corporation has accepted for payment all shares that were validly tendered and not withdrawn in the Offer. Saturn Expansion Corporation intends to effect a short-form merger under Delaware law as promptly as practicable. As a result of the merger, the remaining SuccessFactors stockholders (other than those who properly exercise appraisal rights under Delaware law) will receive the same $40.00 per share price, without interest and subject to any required withholding of taxes, that was paid in the tender offer. After the merger, SuccessFactors will be a wholly owned subsidiary of SAP America, Inc., and SuccessFactors will seek delisting of its shares from the NYSE, Deutsche Börse, and the Professional Segment of Euronext Paris.

SAP’s Offer for SuccessFactors, Inc. Shares is Successful Page 2

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 (includes customers from the acquisition of Sybase) to operate profitably, adapt continuously, and grow sustainably. For more information, visit www.sap.com.

About SuccessFactors, an SAP company

SuccessFactors, an SAP company, is the leading provider of cloud-based Business Execution Software, and delivers business alignment, team execution, people performance, and learning management solutions to organizations of all sizes across more than 60 industries. With approximately 15 million subscription seats globally, we strive to delight our customers by delivering innovative solutions, content and analytics, process expertise and best practices insights from serving our broad and diverse customer base. Today, we have more than 3,500 customers in more than 168 countries using our application suite in 35 languages.

Additional Information

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is being made pursuant to a tender offer statement (including an Offer to Purchase, Letter of Transmittal and related tender offer documents), which was filed by SAP, SAP America, Inc. and Saturn Expansion Corporation with the U.S. Securities and Exchange Commission (the “SEC”) on December 16, 2011, as amended. In addition, on December 16, 2011, SuccessFactors filed a Solicitation/Recommendation Statement on Schedule 14d-9 with the SEC related to the tender offer. The Tender Offer Statement, Offer to Purchase, Letter of Transmittal, Solicitation/Recommendation Statement and related documents, as well as amendments thereto, contain important information that should be read carefully before any decision is made with respect to the Tender Offer. These materials are available at no charge on the SEC’s web site at www.sec.gov. The Tender Offer Statement and related materials may be obtained for free by directing a request by mail to Georgeson Inc., 199 Water Street, 26th Floor, New York, NY 10038 or by calling toll-free in the United States (866) 507-1756 (or for banks and brokers, (212) 440-9800).

Forward-Looking Statements

This release contains forward-looking statements that involve risks and uncertainties concerning the parties’ ability to close the transaction. Actual events or results may differ materially from those described in this release due to a number of risks and uncertainties. These potential risks and uncertainties include, among others, the outcome of regulatory reviews of the proposed transaction and the ability of the parties to complete the transaction.

SAP is not obligated to, and undertakes no obligation to, publicly update or revise any forward-looking statements to reflect events or circumstances after the date of this document. 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 SEC, including SAP’s most recent Annual Report on Form 20-F filed with the SEC. Statements regarding the expected date of closing of the tender offer are forward-looking statements and are subject to risks and uncertainties including among others: uncertainties as to the timing of the tender offer and the satisfaction of closing conditions, including the receipt of regulatory approvals. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.

# # #

© 2012 by SAP AG. All rights reserved.

SAP and the SAP logo are registered trademarks of SAP AG in Germany and other countries. Business Objects and the Business Objects logo are trademarks or registered trademarks of Business Objects Software Ltd. Business Objects is an SAP company. Sybase and the Sybase logo are registered trademarks of Sybase Inc. Sybase is an SAP company. Crossgate is a registered trademark 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 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.

SAP’s Offer for SuccessFactors, Inc. Shares is Successful Page 3

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For customers interested in learning more about SAP products:

Global Customer Center: +49 180 534-34-24

United States Only: 1 (800) 872-1SAP (1-800-872-1727)

For more information, press only:

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

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

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Andrea Meyer, SuccessFactors, +1 (415) 370 7329, ameyer@successfactors.com, PST

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