Changes in the composition of the Group and other transactions

In the first half of 2025, Deutsche Telekom conducted the following transactions with a material impact on the composition of the Group and on the segment and organizational structure 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 June 30, 2025. 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 June 30, 2025. The preliminary fair values of the acquired assets and the assumed liabilities amount to EUR 0.2 billion and EUR 0.1 billion, respectively, resulting in a preliminary goodwill amounting to EUR 0.1 billion.

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

Acquisition of Lumos in the United States

On April 24, 2024, T‑Mobile US entered into an agreement with the investment fund EQT on the acquisition of the fiber-to-the-home platform Lumos as part of a joint venture. The transaction was consummated on April 1, 2025. All necessary regulatory approvals had been duly granted and all other closing conditions met. Since April 1, 2025, the investment has been included in the consolidated financial statements using the equity method. In the period between the closing of the transaction and June 30, 2025, T‑Mobile US invested around USD 0.9 billion (EUR 0.8 billion) to acquire a 50 % equity stake in the joint venture and 97,000 fiber customers. For the customers acquired, T‑Mobile US recognized an intangible asset amortized over a weighted average useful life of 9 years. Following completion of the transaction, Lumos will continue to provide fiber services for the acquired fiber customers under a wholesale agreement between T‑Mobile US and Lumos. The revenues generated from the acquired fiber customers are recognized at T‑Mobile US under postpaid service revenues. The related costs paid for the provision and use of the fiber network are recognized under cost of services. The funds invested by T‑Mobile US will be used by Lumos to fund future fiber builds. In addition, pursuant to the definitive agreement, T‑Mobile US expects to make an additional capital contribution of approximately USD 0.5 billion (EUR 0.4 billion) between 2027 and 2028.

Furthermore, in the first half of 2025, the following developments occurred in connection with transactions already 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, resulting 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 was variable dependent upon achieving specified performance indicators of Ka’ena Corporation and consisted of an upfront payment at deal close, subject to certain agreed-upon adjustments, and a variable earnout, payable on August 1, 2026. On June 30, 2025, T‑Mobile US amended the Merger and Unit Purchase Agreement to set the calculation of the earnout as the difference between the maximum purchase price of USD 1.35 billion and the upfront payment. The requirement for Ka’ena to achieve specified performance indicators has been removed. As of June 30, 2025, the carrying amount of the outstanding consideration of EUR 0.2 billion (December 31, 2024: EUR 0.2 billion) was included under other long-term liabilities.

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 were finalized in the reporting period as of April 30, 2025. The finalization of the purchase price allocation did not result in any changes to the fair values of the assets acquired and the liabilities assumed at the acquisition date compared with those reported in the consolidated financial statements as of December 31, 2024.

For more information on the transactions and on the 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 or the segment and organizational structure of the Group in the future:

Agreement on the acquisition of UScellular in the United States

On May 24, 2024, T‑Mobile US entered into an agreement with United States Cellular Corporation (UScellular), Telephone and Data Systems, Inc., and USCC Wireless Holdings, LLC, under which T‑Mobile US acquires, 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 3.8 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 1.7 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 was consummated on August 1, 2025. All necessary regulatory approvals had been duly granted and all other closing conditions met. The acquired activities and assets have been included in the consolidated financial statements since August 1, 2025 as part of a business combination in accordance with IFRS 3. Since the transaction was consummated so close to the date of preparing the interim consolidated financial statements, it is not yet possible to disclose information on the measurement of the consideration paid, the purchase price allocation, the fair values of the assets acquired and the liabilities assumed, or the goodwill resulting from the transaction. 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 1.2 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 was consummated on July 24, 2025. All necessary regulatory approvals had been duly granted and all other closing conditions met. Upon closing, T‑Mobile US invested approximately USD 4.6 billion (EUR 3.9 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 completion of the transaction, Metronet is expected to continue to provide fiber services for the acquired fiber consumers under a wholesale agreement between T‑Mobile US and Metronet. The shareholding has been included in Deutsche Telekom’s consolidated financial statements using the equity method since July 24, 2025.

Agreement on the acquisition of the Iowa Entities in the United States

On July 22, 2025, T‑Mobile US entered into a purchase agreement for the acquisition of the wireless operations of each of Farmers Cellular Telephone Company, Inc., Iowa RSA No. 9 Limited Partnership, and Iowa RSA No. 12 Limited Partnership (“Iowa Entities”). The transaction was consummated on August 1, 2025. The purchase price totaled around USD 0.2 billion (EUR 0.1 billion). The acquired assets and assumed liabilities have been included in the consolidated financial statements since August 1, 2025 as part of a business combination in accordance with IFRS 3. Since the transaction was consummated so close to the date of preparing the interim consolidated financial statements, it is not yet possible to disclose information on the measurement of the consideration paid, the purchase price allocation, the fair values of the assets acquired and the liabilities assumed, or the goodwill resulting from the transaction.

Approval of the sale of TKRM by the Romanian competition authority

On July 29, 2025, Hellenic Telecommunications Organization S.A. (OTE) announced that the Romanian competition authority (Romanian Competition Council, RCC) has approved the sale of Telekom Romania Mobile Communications (TKRM) in a two-step transaction that encompasses the sale of certain TKRM assets to Digi Romania S.A. (Digi), including the prepaid customer business, certain spectrum rights, and part of the tower portfolio, as well as the sale of the TKRM shares held by OTE, excluding the aforementioned assets, to Vodafone Romania S.A. (Vodafone Romania). It is expected that the transaction will be consummated – subject to the finalization of the corresponding agreements between the parties and approval by the Romanian telecommunications regulatory authority (ANCOM) – in the third quarter of 2025.