Changes in the composition of the Group and other transactions

In the first three months of 2025, Deutsche Telekom conducted the following transactions with a material impact on the composition of the Group.

Acquisition of Vistar Media in the United States

On December 20, 2024, T‑Mobile US entered into an agreement on the acquisition of 100 % of the outstanding capital stock of Vistar Media Inc. (Vistar Media), a provider of technology solutions for digital out-of-home advertisements. The transaction was consummated on February 3, 2025. All necessary regulatory approvals had been duly granted and all other closing conditions met. In exchange, T‑Mobile US transferred cash of USD 0.6 billion (EUR 0.6 billion) to the seller. Part of the payment made as of the acquisition date was used to settle pre-existing relationships with Vistar Media and is excluded from the fair value of the consideration transferred.

Vistar Media is included in the consolidated financial statements as of February 3, 2025. The acquisition meets the conditions for a business combination in accordance with IFRS 3. The purchase price allocation and the measurement of the assets and liabilities has not yet been concluded as of March 31, 2025. Since the transaction was consummated close to the date of preparing the consolidated interim financial statements, the preliminary fair values listed below could subsequently change as soon as additional information becomes available and the measurements are complete. The preliminary fair values of acquired assets and assumed liabilities are presented in the following table:

The preliminary goodwill is calculated as follows:

The preliminary goodwill comprises the expected growth in service revenues, which is to be generated through the combined business activities, Vistar Media’s workforce, and intangible assets that do not qualify for separate recognition. No part of the preliminary goodwill is expected to be deductible for income tax purposes.

The customer base was measured using the multi-period excess earnings method. Under this method, the fair value of the customer base is calculated by determining the present value of earnings after tax attributable to existing customers. The customer base is amortized over an estimated average remaining useful life of 9 years. The brands were measured using the relief-from-royalty method. Under this method, the value of the brand is calculated by making an assumption about which royalty rate would be hypothetically payable if the company did not own the relevant asset. The brands and other intangible assets are amortized over an estimated average remaining useful life of 4 years.

From a Group perspective, no material transaction-related costs were incurred in connection with the acquisition. The inclusion of Vistar Media in the consolidated financial statements has no material impact on Deutsche Telekom’s results of operations.

Acquisition of Blis in the United States

On February 18, 2024, T‑Mobile US entered into a share purchase agreement for the acquisition of 100 % of the outstanding capital stock of Blis Holdco Limited (Blis), a provider of advertising solutions. The transaction was consummated on March 3, 2025. All necessary regulatory approvals had been duly granted and all other closing conditions met. In exchange, T‑Mobile US transferred cash of USD 0.2 billion (EUR 0.2 billion) to the seller. Part of the payment made as of the acquisition date was used to settle pre-existing relationships with Blis and is excluded from the fair value of the consideration transferred.

Blis has been included in the consolidated financial statements since March 3, 2025. The acquisition meets the conditions for a business combination in accordance with IFRS 3. The purchase price allocation and the measurement of the assets and liabilities has not yet been concluded as of March 31, 2025. The preliminary fair values of the acquired assets and the assumed liabilities amounted to EUR 0.2 billion and EUR 0.1 billion, respectively, resulting in a preliminary goodwill amounting to EUR 0.1 billion. Since the transaction was consummated close to the date of preparing the interim consolidated financial statements, it is not yet possible to disclose further detailed information on the fair values of the assets acquired, and liabilities assumed. The aforementioned preliminary fair values could be subsequently adjusted as soon as additional information becomes available and the measurements are complete.

Furthermore, in the first three months of 2025, the following developments occurred in the Group in connection with transactions conducted in prior periods:

Acquisition of Ka’ena in the United States

On March 9, 2023, T‑Mobile US entered into a Merger and Unit Purchase Agreement for the acquisition of 100 % of the outstanding equity of Ka’ena Corporation and its subsidiaries including, among others, Mint Mobile, for a maximum purchase price of USD 1.35 billion to be paid out originally 39 % in cash and 61 % in shares of T‑Mobile US common stock. On March 13, 2024, T‑Mobile US entered into an agreement amending the mechanics of payment, which will result in a nominal increase in the percentage of cash compared to shares of T‑Mobile US common stock to be paid out as part of the total purchase price.

The transaction was consummated on May 1, 2024. All necessary regulatory approvals had been duly granted and all other closing conditions met. Ka’ena has been included in the consolidated financial statements since May 1, 2024.

The purchase price is variable dependent upon specified performance indicators of Ka’ena Corporation and consists of an upfront payment at deal close, subject to certain agreed-upon adjustments, and a variable earnout, payable on August 1, 2026.

The acquisition meets the conditions for a business combination in accordance with IFRS 3. The purchase price allocation and the measurement of assets, liabilities, and the consideration transferred at the acquisition date has not been finalized as of March 31, 2025.

The fair value of the contingent consideration was determined on the basis of the discounted cash flow method using the Monte Carlo simulation for the probability of occurrence of different outcomes. This measurement is based on significant inputs that are not observable on the market and, as such, is a Level 3 measurement. The key assumptions comprise Ka’ena’s forecast performance indicators, primarily revenue, marketing expenses, and customer metrics, their likelihood of occurrence, and the discount rate. As of March 31, 2025, the contingent consideration with a fair value of EUR 0.2 billion (December 31, 2024: EUR 0.2 billion) was included under other non-current financial liabilities.

For more information on the transactions and on the preliminary fair values of the consideration transferred and the acquired assets and assumed liabilities, please refer to the section “Changes in the composition of the Group and other transactions” under “Summary of accounting policies” in the notes to the consolidated financial statements in the 2024 Annual Report.

The following transactions will change the composition of the Deutsche Telekom Group in the future:

Acquisition of Lumos in the United States

On April 24, 2024, T‑Mobile US entered into an agreement on the acquisition of the fiber-to-the-home platform Lumos as part of a joint venture with the investment fund EQT. The transaction was consummated on April 1, 2025. All necessary regulatory approvals had been duly granted and all other closing conditions met. Upon closing, T‑Mobile US invested approximately USD 0.9 billion (EUR 0.9 billion) in the company to acquire a 50 % equity stake and the fiber customers, with the funds invested by T‑Mobile US being used by Lumos for future fiber builds. In addition, T‑Mobile US is expected to contribute an additional amount of approximately USD 0.5 billion (EUR 0.5 billion) between 2027 and 2028. Since April 1, 2025, the investment has been included in the consolidated financial statements using the equity method.

Agreement on the acquisition of UScellular in the United States

On May 24, 2024, T‑Mobile US entered into an agreement with the United States Cellular Corporation (UScellular), Telephone and Data Systems, Inc., and USCC Wireless Holdings, LLC, under which T‑Mobile US will acquire, among other things, substantially all wireless activities of UScellular and specific spectrum licenses for a total purchase price of around USD 4.4 billion (EUR 4.1 billion). The purchase price is to be paid in cash and by way of the assumption of debt of up to USD 2.0 billion (EUR 1.8 billion) under an offer of exchange to certain debtors of UScellular before the closing of the transaction. To the extent that debtors do not participate in the exchange, their bonds will continue to be liabilities of UScellular, and the cash component of the purchase price will increase accordingly. The transaction is subject to regulatory approvals as well as other customary closing conditions and is expected to close in mid-2025. After closing, the acquired activities and assets are expected to be included in the consolidated financial statements as a business combination in accordance with IFRS 3. Following closing of the transaction, UScellular will continue to own its remaining spectrum and its cell towers, and T‑Mobile US will conclude a 15-year framework license agreement for the lease of space on at least 2,100 cell towers. Furthermore, the terms of existing lease agreements for space on around 600 UScellular cell towers will be extended by another 15 years after closing of the transaction. In connection with the framework license agreement, T‑Mobile US estimates that the incremental future minimum lease payments will be around USD 1.4 billion (EUR 1.3 billion) over 15 years following closing of the transaction.

Agreement on the acquisition of Metronet in the United States

On July 18, 2024, T‑Mobile US entered into an agreement with KKR & Co. Inc. to establish a joint venture to acquire the fiber-to-the-home platform Metronet Holdings, LLC and certain of its affiliates (Metronet). The transaction is subject to regulatory approvals as well as other customary closing conditions and is expected to close in mid-2025. Upon closing, T‑Mobile US is expected to invest approximately USD 4.9 billion (EUR 4.5 billion) in the joint venture to acquire a 50 % equity stake and all existing residential fiber customers, as well as to fund the joint venture. Following closing of the transaction, the investment is to be included in the consolidated financial statements using the equity method.