Group organization, strategy, and management

With regard to our Group organization, strategy, and management, please refer to the explanations in the combined management report in the 2021 Annual Report. From the Group’s point of view, the following significant events in the first half of 2022 resulted in changes and/or additions.

Group organization

Sale of T‑Mobile Netherlands. On September 6, 2021, Deutsche Telekom and Tele2 signed an agreement with WP/AP Telecom Holdings IV, a private equity consortium advised by Apax Partners and Warburg Pincus, on the sale of our subsidiary T‑Mobile Netherlands. The transaction was consummated on March 31, 2022 after obtaining the necessary approvals from the authorities and satisfying the other closing conditions. The sale price is based on an enterprise value of EUR 5.1 billion. The cash proceeds – based on our shareholding of 75 % – amounted to EUR 3.6 billion. In financial terms, excluding the partial settlement of intragroup shareholder loans and other intragroup transactions, the transaction resulted in value added of EUR 4.0 billion. The gain on deconsolidation resulting from the sale amounted to EUR 0.9 billion. Until the transaction was closed, the entity had been assigned to the Group Development operating segment.

Increase of the stake in T‑Mobile US. As announced, Deutsche Telekom used part of the cash proceeds from the sale of T‑Mobile Netherlands to further increase its stake in T‑Mobile US and, on April 12, 2022, acquired around 21.2 million shares in T‑Mobile US from SoftBank for a purchase price of USD 2.4 billion (EUR 2.2 billion). To this end, Deutsche Telekom exercised a further portion of the stock options it had received from SoftBank in June 2020 to purchase shares in T‑Mobile US. This gives a weighted average price of around USD 113 per T‑Mobile US share. Upon its completion, the transaction increased Deutsche Telekom’s stake in T‑Mobile US by 1.7 percentage points to 48.4 %.

Joint venture GlasfaserPlus with IFM. On November 5, 2021, Deutsche Telekom had announced that IFM Global Infrastructure Fund – advised by IFM Investors – would acquire a stake of 50 % in GlasfaserPlus, a fiber-optic build-out entity. The sale of a 50 % stake in GlasfaserPlus was consummated on February 28, 2022, after the EU Commission approved the transaction on January 25, 2022 and the other closing conditions had been satisfied. The sale price came to EUR 0.9 billion, half of which was paid upon completion of the transaction and the other half of which will arise in stages upon achieving certain build-out milestones. The resulting joint venture is to build out an additional four million gigabit-capable FTTH lines in rural and development areas by 2028. Following the loss of control from an accounting perspective as a result of the transaction, the GlasfaserPlus entities were deconsolidated as of February 28, 2022. The resulting deconsolidation gain amounted to EUR 1.7 billion. Until the transaction was closed, the entities had been assigned to the Germany operating segment. The stakes in the joint venture are included in the consolidated financial statements under the Germany operating segment using the equity method.

Furthermore, the changes described below will affect the segment and organizational structure of Deutsche Telekom in the future:

Agreement with DigitalBridge and Brookfield on GD Towers. On July 13, 2022, Deutsche Telekom agreed to sell a 51.0 % stake in GD Towers, comprising its tower assets in Germany and Austria, currently assigned to the Group Development operating segment, to DigitalBridge and Brookfield. The preliminary sale price is based on an enterprise value of EUR 17.5 billion. The estimated cash proceeds from the transaction are expected to be EUR 10.9 billion. Deutsche Telekom will retain a 49.0 % stake, benefiting from future value upside at GD Towers. Following completion of the transaction, Deutsche Telekom will lease back the sold passive network infrastructure in Germany and Austria, enabling Telekom Deutschland and T‑Mobile Austria to continue improving their network leadership. From the third quarter of 2022, GD Towers will be recognized in the consolidated financial statements as a discontinued operation.

For further information on the agreement with DigitalBridge and Brookfield on GD Towers, please refer to the section “Changes in the composition of the Group and other transactions” in the interim consolidated financial statements.

New limited partners admitted to infrastructure fund DIV II. On August 2, 2022, Digital Transformation Capital Partners admitted new investors to the investment company Digital Infrastructure Vehicle II (DIV II). As a result, Deutsche Telekom’s share in DIV II decreased from 66.67 % to 43.5 % and the entity will be deconsolidated in the third quarter of 2022. The stake retained by the Group will in the future be included in the consolidated financial statements as an associate using the equity method.

For further information on the admission of new limited partners to DIV II, please refer to the section “Changes in the composition of the Group and other transactions” in the interim consolidated financial statements.

Reassignment of the security business. Consistent with our efforts to systematically implement the Group strategy pillar “Lead in business productivity,” we transferred our security operations in Germany, Austria, and Switzerland from the Systems Solutions operating segment to the Germany operating segment effective July 1, 2022. As of the third quarter of 2022, the prior-year comparatives on the development of operations, headcount development and order entry will be adjusted retrospectively in both of the segments affected.

Management of the Group

A reconciliation of net revenue disclosed in the interim consolidated financial statements, including its breakdown into revenue categories, to the “service revenue” financial performance indicator can be found in the following table:

As of January 1, 2022, we extended our definition of service revenue. Essentially, since then, our service revenue has additionally included certain customer charges in the United States operating segment – primarily in order to create better comparability with T‑Mobile US’ service revenue as determined in accordance with U.S. GAAP – and other revenue of lesser significance, mainly in the United States and Systems Solutions operating segments. This increases service revenue by EUR 0.7 billion in the reporting period. Comparative figures for the prior year have not been adjusted retrospectively.

Rating outlook raised. On April 22, 2022, the rating agency Standard & Poor’s raised its rating outlook for Deutsche Telekom AG from “stable” to “positive” and also confirmed its long-term rating of BBB. Standard & Poor’s considers an improvement in the long-term rating within the next two years to be possible.

Governance

Board of Management. On December 15, 2021, the Supervisory Board of Deutsche Telekom AG resolved to cancel Timotheus Höttges’ appointment as Chairman of the Board of Management effective December 31, 2021, and reappointed Mr. Höttges as Chairman of the Board of Management for the period from January 1, 2022 through December 31, 2026.

Supervisory Board. At the 2022 shareholders’ meeting, held on April 7, 2022, the shareholders of Deutsche Telekom AG elected Dr. Frank Appel as a member of Deutsche Telekom AG’s Supervisory Board. The Supervisory Board then elected Dr. Appel as the new Chairman of the Supervisory Board, as successor to Prof. Ulrich Lehner, who left the Supervisory Board with effect from the end of the shareholders’ meeting.